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

                                    FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934

    For the fiscal year ended December 31, 2008.

    or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from __________________ to _________________.


                        Commission File Number: 001-33519

                                 PUBLIC STORAGE
             (Exact name of Registrant as specified in its charter)

                 Maryland                                     95-3551121
 ----------------------------------------------      --------------------------
 (State or other jurisdiction of incorporation        (I.R.S. Employer
  or organization)                                     Identification Number)

               701 Western Avenue, Glendale, California 91201-2349
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (818) 244-8080


              (Registrant's telephone number, including area code)




           Securities registered pursuant to Section 12(b) of the Act:

                                                                                      Name of each exchange
                           Title of each class                                        on which registered

                                                                                   
Depositary Shares Each Representing 1/1,000 of a 7.500% Cumulative Preferred
     Share, Series V $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.500% Cumulative Preferred
     Share, Series W $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.450% Cumulative Preferred
     Share, Series X $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.250% Cumulative Preferred
     Share, Series Z $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.125% Cumulative Preferred
     Share, Series A $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 7.125% Cumulative Preferred
     Share, Series B $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.600% Cumulative Preferred
     Share, Series C $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.180% Cumulative Preferred
     Share, Series D $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.750% Cumulative Preferred
     Share, Series E $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.450% Cumulative Preferred
     Share, Series F $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 7.000% Cumulative Preferred
     Share, Series G $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 6.950% Cumulative Preferred
     Share, Series H $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 7.250% Cumulative Preferred
     Share, Series I $.01 par value.............................................      New York Stock Exchange
Depositary Shares Each Representing 1/1,000 of a 7.250% Cumulative Preferred
     Share, Series K $.01 par value.............................................      New York Stock Exchange





                                                                                   
Depositary Shares Each Representing 1/1,000 of a 6.750% Cumulative Preferred
     Share, Series L $.01 par value.............................................      New York Stock Exchange
     Depositary Shares Each Representing 1/1,000 of a 6.625% Cumulative Preferred
     Share, Series M $.01 par value.............................................      New York Stock Exchange
     Depositary Shares Each Representing 1/1,000 of a 7.000% Cumulative Preferred
     Share, Series N $.01 par value.............................................      New York Stock Exchange

Depositary Shares Each Representing 1/1,000 of an Equity Share, Series A, $.01 par
     value......................................................................      New York Stock Exchange
Common Shares, $.10 par value...................................................      New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:
None (Title of class)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.
           Yes [X]                          No [ ]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.
           Yes [ ]                          No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
           Yes [X]                          No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
           Yes [ ]                          No [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "large accelerated  filer",  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

     Large Accelerated Filer [X]          Accelerated Filer         [ ]
     Non-accelerated Filer   [ ]          Smaller Reporting Company [ ]

The aggregate  market value of the voting and  non-voting  common shares held by
non-affiliates of the Registrant as of June 30, 2008:

Common  Shares,  $0.10 Par  Value -  $10,093,560,000  (computed  on the basis of
$80.79 per share  which was the  reported  closing  sale price of the  Company's
Common Shares on the New York Stock Exchange on June 30, 2008).

Depositary Shares Each Representing  1/1,000 of an Equity Share,  Series A, $.01
Par Value -  $193,353,000  (computed  on the basis of $26.00 per share which was
the  reported  closing  sale price of the  Depositary  Shares each  Representing
1/1,000 of an Equity Share,  Series A on the New York Stock Exchange on June 30,
2008).

As of February 26,  2009,  the number of  outstanding  Common  Shares,  $.10 par
value, was 169,464,401  shares and the number of outstanding  Depositary  Shares
Each  Representing  1/1,000 of an Equity  Share,  Series A, $.01 par value,  was
8,377,193 (representing 8,377.193 Equity Shares, Series A).

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive  proxy  statement to be filed in connection  with the
Annual Meeting of Shareholders to be held in 2009 are  incorporated by reference
into Part III of this Annual Report on Form 10-K.

                                       2


                                     PART I
                                     ------

ITEM 1.  BUSINESS
         --------

FORWARD LOOKING STATEMENTS
--------------------------

     This Annual Report on Form 10-K contains forward-looking  statements within
the meaning of the federal  securities  laws.  All  statements in this document,
other than statements of historical fact, are  forward-looking  statements which
may be identified by the use of the words "expects," "believes,"  "anticipates,"
"plans," "would,"  "should," "may," "estimates" and similar  expressions.  These
forward-looking  statements  involve known and unknown risks and  uncertainties,
which may cause Public Storage's actual results and performance to be materially
different from those expressed or implied in the forward-looking  statements. As
a result, you should not rely on any forward-looking  statements in this report,
or  which  management  may make  orally  or in  writing  from  time to time,  as
predictions  of future events nor guarantees of future  performance.  We caution
you not to place undue reliance on forward-looking statements,  which speak only
as the date of this report or as of the dates indicated in the  statements.  All
of our forward-looking statements, including those in this report, are qualified
in their  entirety by this  statement.  We expressly  disclaim any obligation to
update publicly or otherwise revise any forward-looking statements, whether as a
result  of  new  information,   new  estimates,  or  other  factors,  events  or
circumstances  after the date of this document,  except where expressly required
by law.  Accordingly,  you should use caution in relying on past forward-looking
statements to anticipate  future results.  Factors and risks that may impact our
future results and performance  include, but are not limited to, those described
in Item 1A, "Risk  Factors" and in our other  filings  with the  Securities  and
Exchange Commission. ("SEC").

GENERAL
-------

     Public  Storage  was  organized  in  1980.   Effective  June  1,  2007,  we
reorganized  Public Storage,  Inc. into Public  Storage,  a Maryland real estate
investment trust (referred to herein as "the Company",  "the Trust", "we", "us",
or  "our").   Our  principal   business   activities  include  the  acquisition,
development,  ownership and  operation of  self-storage  facilities  which offer
storage spaces for lease,  generally on a month-to-month basis, for personal and
business use. We are the largest owner and operator of  self-storage  facilities
in the United States ("U.S."), and we have an equity interest in what we believe
is the largest owner and operator of self-storage facilities in Europe.

     We currently  operate within three reportable  segments:  (i) self-storage,
(ii) Shurgard Europe and (iii) ancillary. These segments are organized generally
based upon their operating  characteristics.  The self-storage segment comprises
the direct and indirect  ownership,  development,  and operation of  traditional
storage  facilities in the U.S. Our Shurgard Europe segment comprises our equity
interest in the  self-storage  and associated  activities in seven  countries in
Western  Europe owned by Shurgard  Europe,  consisting of 180 facilities and 9.5
million net rentable  square feet. Our ancillary  segment  represents all of our
other activities, which are reported as a group, including our (i) containerized
storage operations,  (ii) commercial property  operations,  directly and through
our 46% ownership interest in PS Business Parks, Inc. ("PSB"), a publicly traded
REIT whose common stock trades on the New York Stock  Exchange  under the symbol
"PSB" (as of December 31, 2008, PSB owned and operated 19.6 million net rentable
square feet of  commercial  space),  (iii) tenant  reinsurance  operations  (the
reinsurance  of  policies  against  losses  to goods  stored by  tenants  in our
self-storage  facilities),  (iv) retail operations conducted at our self-storage
facilities including  merchandise sales and truck rentals, and (v) management of
self-storage  facilities  owned by  third-party  owners and domestic  facilities
owned by the  Unconsolidated  Entities.  See Note 11 to our  December  31,  2008
consolidated  financial  statements for further  discussion  with respect to our
segments.

                                       3


     We significantly  increased the scope and scale of our operations on August
22, 2006, when we merged with Shurgard Storage Centers, Inc. ("Shurgard" and the
merger  referred to as the "Shurgard  Merger"),  a REIT which had an interest in
487  self-storage  facilities  located in the U.S.  and an  interest in Shurgard
Europe's 160 facilities.  On March 31, 2008, we entered into a transaction  with
an  institutional   investor  (the  transaction   referred  to  as  the  "Europe
Transaction")  whereby  the  investor  acquired  a 51%  equity  interest  in our
European operations ("Shurgard Europe").  Shurgard Europe held substantially all
of our  operations  in Europe.  Since March 31, 2008,  we own the  remaining 49%
interest and are the managing  member of Shurgard  European  Holdings LLC, a new
joint venture formed to own Shurgard Europe's operations.

     At December 31, 2008, we had direct and indirect equity  interests in 2,012
self-storage facilities located in 38 states within the U.S. operating under the
"Public  Storage" brand name containing  approximately  127 million net rentable
square feet of space,  and 181 self-storage  facilities  located in Europe which
operate under the "Shurgard Storage Centers" brand name containing approximately
ten million net rentable  square feet of space. We also have direct and indirect
equity  interests  in  approximately  21 million  net  rentable  square  feet of
commercial space located in 11 states in the U.S.  primarily  operated under the
"PS Business Parks" brand name.

     For all  taxable  years  subsequent  to 1980,  we  qualified  and intend to
continue to qualify as a real estate  investment  trust ("REIT"),  as defined in
Section 856 of the Internal  Revenue Code. As a REIT, we do not incur federal or
significant state tax on that portion of our taxable income which is distributed
to our shareholders,  provided that we meet certain tests. To the extent that we
continue  to qualify as a REIT,  we will not be  subject  to tax,  with  certain
limited   exceptions,   on  the  taxable  income  that  is  distributed  to  our
shareholders.

     We have reported annually to the SEC on Form 10-K, which includes financial
statements certified by our independent  registered public accountants.  We have
also  reported  quarterly  to the SEC on Form  10-Q,  which  includes  unaudited
financial statements with such filings. We expect to continue such reporting.

     Our website is located at  www.publicstorage.com,  where we make available,
free of charge our Annual Reports on Form 10-K,  quarterly reports on Form 10-Q,
and current  reports on Form 8-K, and all amendments to those reports as soon as
reasonably practicable after the reports and amendments are electronically filed
with or furnished to the SEC.

THE IMPACT OF CURRENT ECONOMIC FACTORS
--------------------------------------

     The recession being experienced in the U.S. and Europe is having a negative
impact  upon our  business,  and we have  responded  with  what we  believe  are
short-term revisions to our long-term growth strategies.

     Operationally, our occupancies and rental rates have come under pressure as
demand for self-storage space has softened. We have responded by reducing rental
rates, increasing promotional discounts, and increasing our marketing activities
to stimulate additional demand for storage.

     We have essentially shut down our development activities,  both in the U.S.
and Europe due to the risk inherent in  development,  uncertain  consumer demand
for when such facilities open for operation,  and to preserve  capital.  We have
increased our yield  requirements  with respect to the  acquisition  of existing
self-storage  facilities,  in the  expectation  that more  distressed  sales may
become  available.  We have taken advantage of capital market  dislocations with
respect to our own securities through the repurchase of our own preferred shares
and our unsecured debt. Although capital markets are constrained and in flux, we
believe that we are well-positioned with significant cash balances on hand, have
an expectation of continued  internally generated cash flow that can be used for
reinvestment,  and  relatively  modest debt  maturities  as described in Item 7.
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations - Liquidity and Capital Resources." Current capital market conditions
have essentially precluded us from issuing preferred securities since late 2007,
which has been our traditional source of external capital for growth.

                                       4


     While we believe  that these  actions are the  appropriate  response to the
existing  economic  environment,  and that they will  best  position  us to take
advantage  of the  current  environment  in the  short-term  and then resume our
traditional  growth  strategy in the future,  there can be no assurance  that we
will be able to do so.

     See "GROWTH AND  INVESTMENT  STRATEGIES"  and  "FINANCING  OF THE COMPANY'S
GROWTH  STRATEGIES"  below  for  more  information   regarding  our  traditional
long-term strategy to grow the cash flows and equity values of the Company.

COMPETITION
-----------

     Self-storage  generally  draws  customers from residents  within a three to
five mile radius.  Many of our facilities  operate within three to five miles of
well-located and  well-managed  competitors and seek the same group of customers
through  many of the same  marketing  channels  we use,  including  yellow  page
advertising,  Internet advertising, as well as signage and banners. As a result,
competition  is  significant  and affects the  occupancy  levels,  rental rates,
rental income and operating expenses of our facilities.

     While  competition  is  significant,   the  self-storage  industry  remains
fragmented in the U.S. We believe that we own  approximately 6% of the aggregate
self-storage square footage in the U.S., and that the five largest  self-storage
operators in the U.S. own only 11% of the  aggregate  self-storage  space in the
U.S.,  with the  remaining  89% owned by  numerous  private  regional  and local
operators.  This market fragmentation enhances the advantage of our economies of
scale  relative to other  operators  (see  "Business  Attributes  - Economies of
Scale"  below),  and could  result in potential  growth in our platform  through
acquisitions over the long term.

     In seeking investments,  we compete with a wide variety of institutions and
other  investors.  The amount of funds  available  for real  estate  investments
greatly influences the competition for ownership interests in facilities and, by
extension, the yields that we can achieve on newly acquired investments.

BUSINESS ATTRIBUTES
-------------------

     We believe that we possess several primary business  attributes that permit
us to compete effectively:

     CENTRALIZED  INFORMATION NETWORKS: Our facilities are part of comprehensive
centralized  reporting and information networks which enable the management team
to identify  changing market  conditions and operating trends as well as analyze
customer data, and quickly change our properties' pricing and promotional mix on
an automated basis.

     NATIONAL TELEPHONE  RESERVATION CENTER: We operate a centralized  telephone
reservation system,  which provides added customer service and helps to maximize
utilization  of  available  self-storage  space.  Customers  calling  either the
toll-free telephone referral system, (800) 44-STORE, or a storage facility,  are
directed to the national reservation system. A representative discusses with the
customer space requirements, price and location preferences and also informs the
customer  of  other  products  and  services  provided  by the  Company  and its
subsidiaries.  We believe  that the  centralized  telephone  reservation  system
enhances our ability to market  storage  space in the U.S.  relative to handling
these calls at individual  properties,  because it allows us to more effectively
offer all spaces at all  facilities in the vicinity of a customer and to provide
higher-quality  selling efforts through dedicated sales specialists trained in a
central  location.  We also provide  customers the  opportunity  to review space
availability    and   make    reservations    online    through   our   website,
www.publicstorage.com.

     ECONOMIES OF SCALE: We are the largest  provider of  self-storage  space in
the U.S. As of December 31, 2008, we operated 2,012  self-storage  facilities in
which we had an  interest  and  managed  32  self-storage  facilities  for third
parties.  These  facilities  are generally  located in major  markets  within 38
states in the U.S. At December  31, 2008,  we had over one million  self-storage
spaces rented.  The size and scope of our operations  have enabled us to achieve
high  operating  margins  and a low level of  administrative  costs  relative to
revenues, through the centralization of many functions with specialists, such as
facility maintenance,  employee  compensation and benefits programs,  pricing of
our  product,  as well as the  development  and  documentation  of  standardized

                                       5


operating  procedures.  We also  believe  that our  major  market  concentration
provides  managerial  efficiencies  stemming  from  having  a  large  number  of
facilities in close proximity to each other.

     We can economically purchase large, prominent,  well-placed yellow page ads
that allow us to reach the consumer more effectively than smaller operators.  We
are also able to purchase and bid aggressively for multiple-keyword  advertising
on  national  Internet  search  engines.  In  addition,  we are  able to  market
efficiently  using television as a media source. We believe that our competitors
cannot use television  advertising,  and cannot spend as  aggressively on yellow
page ads and internet search strategies,  because their limited concentration of
facilities does not provide a sufficient  potential customer base to justify the
high cost of such efforts.

     BRAND NAME RECOGNITION:  Our operations in the U.S. are conducted under the
"Public  Storage"  brand  name,  which we  believe  is the most  recognized  and
established name in the self-storage industry in the U.S. Our storage operations
within the U.S. are conducted in major markets in 38 states,  giving us national
recognition  and  prominence.  Our  facilities  tend to be in highly visible and
heavily populated areas, improving the local awareness of our brand.

     COMPLEMENTARY ANCILLARY OPERATIONS:  Through a taxable REIT subsidiary,  we
sell  retail  items  associated  with the storage  business,  rent trucks at our
self-storage  facilities,  and reinsure  policies  issued to our tenants against
lost or damaged  goods stored by tenants in our storage  facilities.  We believe
these activities supplement and strengthen our existing self-storage business by
further meeting the needs of storage customers.

GROWTH AND INVESTMENT STRATEGIES
--------------------------------

     As described more  specifically in "THE IMPACT OF CURRENT ECONOMIC FACTORS"
above,  our growth  strategies  have been revised in the short-run to respond to
current market conditions.

     Over the long run, our growth  strategies  have consisted of: (i) improving
the  operating  performance  of  our  existing  self-storage  properties,   (ii)
acquiring  properties  that are owned or operated  by others in the U.S.,  (iii)
developing  existing  U.S. real estate  facilities,  (iv)  participating  in the
growth of commercial  facilities owned primarily by PSB, and (v) capitalizing on
the potential growth in the European market. In addition to certain revisions to
these strategies described below, our strategy has been revised in the short-run
to take advantage of dislocation in current capital markets.

     IMPROVE THE OPERATING  PERFORMANCE  OF EXISTING  PROPERTIES:  As previously
noted,  demand for our self-storage  facilities has been negatively  impacted by
the current recession in the short run, and revenue and net operating income are
under  pressure.  Over  the  long  run we seek to  increase  the net  cash  flow
generated by our existing self-storage properties by a) regularly evaluating our
call volume,  reservation activity,  and move-in/move-out  rates for each of our
properties relative to our marketing activities, b) evaluating market supply and
demand  factors  and,  based  upon  these  analyses,   adjusting  our  marketing
activities  and  rental  rates,  c)  attempting  to  maximize  revenues  through
evaluating  the  appropriate  balance  between  occupancy,   rental  rates,  and
promotional  discounting and d) controlling  expense levels. We believe that our
property management personnel and systems,  combined with our national telephone
reservation  system and media advertising  programs will continue to enhance our
ability to meet these goals.  See  "Management's  Discussion and Analysis" below
for further information  regarding our expectation in the short-run with respect
to our operating results.

     ACQUIRE PROPERTIES OWNED OR OPERATED BY OTHERS IN THE U.S.: We believe that
recent  dislocations in the financial markets may provide more opportunities for
the acquisition of facilities from distressed sellers who cannot refinance their
existing  debt as it comes due,  and who face  reduced cash flows as a result of
the current difficult operating  environment and reduced self-storage demand. We
believe our presence in and knowledge of substantially  all of the major markets
in  the  U.S.   enhances   our  ability  to  identify   attractive   acquisition
opportunities  and capitalize on the overall  fragmentation  in the self-storage
industry.  Data  on the  rental  rates  and  occupancy  levels  of our  existing
facilities,  which are often  located  in  proximity  to  potential  acquisition
candidates,  provide us an advantage in evaluating  the potential of acquisition
opportunities.

                                       6


     DEVELOPMENT  OF  REAL  ESTATE  FACILITIES:  Notwithstanding  the  long-term
opportunity  in the  development  of new  facilities  and the  expansion  of our
existing facilities,  we have substantially  reduced our development pipeline at
December  31,  2008  in  light  of  current  capital  market  conditions  and in
evaluating  demand for new  self-storage  space,  to five  projects to expand or
repackage  our  existing  facilities  in the  U.S.,  for an  aggregate  cost  of
approximately  $27.1  million,  which  will add an  aggregate  of  approximately
189,000  net  rentable  square  feet.  In the  short-term  we do not  expect any
significant new investment in such development  activities.  Shurgard Europe has
similarly  reduced its development  activities (see "Capitalize on the Potential
for Growth in Europe" below).

     We have a substantial  number of facilities in the U.S. that were developed
and  constructed  20  or  more  years  ago  based  upon  local  competitive  and
demographic  conditions  in place at that time.  Population  densities and other
such conditions may have changed since then,  providing  opportunities to expand
and further invest into our existing self-storage locations, either by improving
the quality of the existing units by adding  amenities such as climate  control,
or by  expanding  these  facilities  at a per square foot cost that is typically
less than the cost incurred in developing a new location.  Historically, we have
also allocated a material  portion of our  investment to the  development of new
self-storage locations.

     PARTICIPATE IN THE GROWTH OF COMMERCIAL  FACILITIES  PRIMARILY  THROUGH OUR
OWNERSHIP IN PS BUSINESS PARKS,  INC.: At December 31, 2008, we had a 46% common
equity  interest  in PSB  and  its  operating  partnership  which  consisted  of
5,418,273 shares of common stock and 7,305,355 limited  partnership units in the
Operating  Partnership.  The limited  partnership  units are  convertible at our
option,  subject to certain  conditions,  on a one-for-one basis into PSB common
stock. At December 31, 2008, PSB owned and operated  approximately  19.6 million
net rentable  square feet of  commercial  space  located in the U.S.  located in
eight states. During 2008, the recession in the U.S. impacted PSB resulting in a
decrease in new rental rates over expiring rents, as well as declining occupancy
levels in the last six months of 2008.  It is uncertain  what impact the current
recession will have on PSB's ability to maintain  current  occupancy  levels and
rental rents. PSB may continue to experience  downward pressure on its occupancy
levels and rental rates.

     CAPITALIZE  ON THE  POTENTIAL  FOR GROWTH IN EUROPE:  On March 31, 2008, we
entered into a  transaction  with an  institutional  investor  (the  transaction
referred to as the "Europe  Transaction")  whereby the  investor  acquired a 51%
interest in our European operations  ("Shurgard  Europe").  Shurgard Europe held
substantially all of our operations in Europe.  Since March 31, 2008, we own the
remaining 49% interest and are the managing member of Shurgard European Holdings
LLC, a new joint venture formed to own Shurgard Europe's operations.

     Although  many  European  consumers  are not yet aware of the  self-storage
concept,  they tend to live in more densely  populated  areas in smaller  living
spaces (as compared to the U.S.) that, we believe,  should make  self-storage an
attractive  option as product  knowledge and availability  grows. Most Europeans
are familiar with the concept of storage only as an ancillary  service  provided
by moving companies, and more consumer familiarity could result in a significant
increase in demand in the long-term.

     In the  longer  term,  as a result of the low  density of  self-storage  in
Europe  relative to population as compared to the U.S., we believe that there is
significant  growth potential in Europe,  even if the density of self-storage in
Europe does not ultimately  approach the levels in the U.S. However,  ultimately
capitalizing on this opportunity will require a significant amount of capital to
develop new self-storage facilities in what could be a process extending through
a few decades in time frame, similar to the trajectory of the U.S.  self-storage
industry since its inception in the mid 1960's.

     Shurgard Europe, and its ability and wherewithal to take advantage of these
opportunities,  has  been  impacted  by  the  same  economic  trends  that  have
negatively impacted our domestic self-storage operations and capital markets. In
addition to the  operating  uncertainties  that we face,  Shurgard  Europe faces
refinancing  risk,  as  approximately  (euro)250  million  of debt owed by joint
ventures matures in the first half of 2009 and approximately $552.4 million in a
loan payable to us becomes due in March 2010.  Accordingly,  Shurgard Europe has
taken  many of the same  steps  that we have  domestically,  by  curtailing  its
development  activities.  At such time that public  market  capital or bank debt
becomes available to Shurgard Europe to refinance its existing debt, development
and growth may recommence.

                                       7


     TAKE ADVANTAGE OF DISLOCATION IN CAPITAL MARKETS:  At December 31, 2008, we
have  cash  balances  on  hand  of  approximately  $680.7  million.  Due  to the
aforementioned turbulent credit and equity markets, we believe that there may be
opportunities  for  the  acquisition  of our own  outstanding  debt  and  equity
securities.  During  November and December 2008, we  repurchased  $103.2 million
(liquidation  value) of our  preferred  securities,  for an  aggregate  of $66.9
million,  and 367,000  shares of our Equity Shares,  Series A for  approximately
$7.7 million.  On February 12, 2009, in accordance  with an "any and all" tender
offer,  we acquired  $110.2 million (face amount) of our Senior  Unsecured Debt.
Any future such  transactions  will depend upon our  evaluation of the return of
such investments relative to our other investment alternatives.  There can be no
assurance that any future such transactions will occur.

FINANCING OF THE COMPANY'S GROWTH STRATEGIES
--------------------------------------------

     IMPACT OF CURRENT  CAPITAL  MARKETS:  As described  above in "The Impact of
Current Economic Factors",  one of our traditional  sources of external capital,
the issuance of preferred securities,  has not been available to us for issuance
since  late  2007.  While we expect  this  source to be  available  to us in the
long-run,  there can be no  assurance  as to when such  source of  capital  will
become available to us again.

     OVERVIEW OF  FINANCING  STRATEGY:  Over the past three years we have funded
substantially all the cash portion of our acquisition and development activities
with permanent  capital  (predominantly  retained cash flow and the net proceeds
from the issuance of  preferred  securities).  We have elected to use  preferred
securities as a form of leverage despite the fact that the dividend rates of our
preferred securities exceed the prevailing market interest rates on conventional
debt,  because of certain  benefits  described in  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations-Liquidity  and Capital
Resources." Our present  intention is to continue to finance  substantially  all
our growth with  permanent  capital.  Presently as a result of the disruption in
the capital markets, we believe our ability to raise additional capital,  either
through the issuance of preferred or common  securities,  has been significantly
impaired.   Accordingly,  until  such  time  that  the  capital  markets  become
favorable,  our strategy is to finance our activities with internally  generated
cash flows,  cash on-hand ($680.7 million at December 31, 2008) , and borrowings
on our revolving line of credit.

     BORROWING:  We have in the past  used our $300  million  revolving  line of
credit described below under "Borrowings" as temporary "bridge"  financing,  and
repaid those amounts with  permanent  capital.  Our debt  outstanding  currently
represents debt that was assumed either in connection with property acquisitions
or in connection with the Shurgard Merger. When we have assumed such debt in the
past, we have generally prepaid such amounts except in cases where the nature of
the loan terms did not allow such prepayment, or where a prepayment penalty made
it economically disadvantageous to prepay. While it is not our present intention
to issue additional debt as a long-term financing strategy, we have broad powers
to borrow in furtherance of our objectives  without a vote of our  shareholders.
These powers are subject to a limitation  on unsecured  borrowings in our Bylaws
described in "Limitations on Borrowings" below.

     ISSUANCE OF SECURITIES  IN EXCHANGE FOR  PROPERTY:  We have issued both our
common  and  preferred   securities  in  exchange  for  real  estate  and  other
investments  in the last three years,  most  notably the issuance of  38,913,187
common shares in connection with the Shurgard Merger in 2006.  Future  issuances
will be dependent upon our financing needs and capital market  conditions at the
time, including the market prices of our equity securities.

     JOINT  VENTURE  FINANCING:   We  have  historically  formed  and  may  form
additional  joint ventures to facilitate the funding of future  developments  or
acquisitions.

     DISPOSITION OF PROPERTIES:  We  historically  have disposed of self-storage
facilities only because of condemnation proceedings, which compel us to sell. We
do  not  presently  intend  to  sell  any  significant  number  of  self-storage
facilities in the future, though there can be no assurance that we will not.

                                       8


INVESTMENTS IN REAL ESTATE AND REAL ESTATE ENTITIES
---------------------------------------------------

     INVESTMENT   POLICIES  AND  PRACTICES  WITH  RESPECT  TO  OUR  INVESTMENTS:
Following  are our  investment  practices and policies  which,  though we do not
anticipate any significant  alteration,  can be changed by our Board of Trustees
without a shareholder vote:

o    Our  investments  primarily  consist of direct  ownership  of  self-storage
     properties (the nature of our self-storage  properties is described in Item
     2,  "Properties"),  as well as  partial  interests  in  entities  that  own
     self-storage properties.

o    Our  partial  ownership  interests  primarily  reflect  general and limited
     partnership interests in entities that own self-storage facilities that are
     managed by us under the "Public Storage" brand name in the U.S., as well as
     storage  facilities  managed in Europe under the "Shurgard Storage Centers"
     brand name which are owned by Shurgard Europe.

o    Additional acquired interests in real estate (other than the acquisition of
     properties  from third  parties) will include  common  equity  interests in
     entities in which we already have an interest.

o    To a lesser  extent,  we have interests in existing  commercial  properties
     (described in Item 2, "Properties"),  containing  commercial and industrial
     rental space, primarily through our investment in PSB.

FACILITIES OWNED BY CONSOLIDATED ENTITIES
-----------------------------------------

     In addition to our direct ownership of 1,523 self-storage facilities in the
U.S. and one self-storage facility in London,  England at December 31, 2008 with
an  aggregate of  approximately  98 million net  rentable  square feet,  we have
controlling indirect interests in entities that own 470 self-storage  facilities
in the U.S. with  approximately 28 million net rentable square feet. In addition
to our self-storage  space, we own approximately 1.5 million net rentable square
feet of  commercial  space  located  adjacent  to  certain  of our  self-storage
facilities.  Because of our controlling  interest in each of these entities,  we
consolidate the assets, liabilities, and results of operations of these entities
in our financial statements.

FACILITIES OWNED BY UNCONSOLIDATED ENTITIES
-------------------------------------------

     At December 31, 2008,  we had  ownership  interests in a) PSB,  which owned
approximately  19.6  million net  rentable  square feet of  commercial  space at
December 31, 2008,  b) Shurgard  Europe,  which had  ownership  interests in 180
facilities,  and c)  certain  limited  partnerships  owning an  aggregate  of 19
self-storage  facilities.  Collectively  these  entities  are referred to as the
"Unconsolidated Entities."

     PSB, which files financial  statements  with the SEC, and Shurgard  Europe,
have  debt and  other  obligations  that are not  included  in our  consolidated
financial  statements.  The  limited  partnerships  owning  the 19  self-storage
facilities have no significant amounts of debt or other obligations.  See Note 5
to  our  December  31,  2008  consolidated   financial  statements  for  further
disclosure  regarding  the  assets,  liabilities  and  operating  results of the
Unconsolidated Entities.

LIMITATIONS ON DEBT
-------------------

     Without the consent of holders of the  various  series of Senior  Preferred
Shares,  we may not take any action  that  would  result in a ratio of "Debt" to
"Assets" (the "Debt Ratio") in excess of 50%. As of December 31, 2008,  the Debt
Ratio was approximately  5.2%. "Debt" means the liabilities (other than "accrued
and other liabilities" and "minority  interest") that should, in accordance with
U.S. generally accepted accounting principles,  be reflected on our consolidated
balance  sheet at the time of  determination.  "Assets"  means our total  assets
before a reduction for accumulated depreciation and amortization that should, in
accordance with generally accepted  accounting  principles,  be reflected on the
consolidated balance sheet at the time of determination.

                                       9


     Our bank and senior  unsecured debt agreements  contain  various  customary
financial covenants,  including limitations on the level of indebtedness and the
prohibition of the payment of dividends upon the occurrence of defined events of
default.

EMPLOYEES
---------

     We have approximately  5,200 employees in the U.S. at December 31, 2008 who
render  services  on behalf  of the  Company,  primarily  personnel  engaged  in
property  operations.  None  of our  employees  in the  U.S.  are  covered  by a
collective  bargaining  agreement.  We  believe  that  our  relations  with  our
employees are generally amicable.

INSURANCE
---------

     We  have  historically  carried  customary  property,  earthquake,  general
liability and workers compensation coverage through  internationally  recognized
insurance  carriers,  subject to customary levels of deductibles.  The aggregate
limits on these  policies of $75 million for property  coverage and $102 million
for general  liability are higher than  estimates of maximum  probable loss that
could occur from individual catastrophic events determined in recent engineering
and actuarial studies;  however, in case of multiple  catastrophic events, these
limits could be exhausted.

     Our tenant insurance program reinsures a program that provides insurance to
certificate  holders  against  claims for property  losses due to specific named
perils  (earthquakes  and floods are not  covered  by these  policies)  to goods
stored by tenants at our self-storage  facilities for individual  limits up to a
maximum  of $5,000.  We have  third-party  insurance  coverage  for claims  paid
exceeding  $1,000,000  resulting  from any one individual  event,  to a limit of
$25,000,000.  At December 31, 2008, there were approximately 548,000 certificate
holders  participating  in  this  program  in the  U.S.  representing  aggregate
coverage of  approximately  $1.2  billion.  We rely on a  third-party  insurance
company to provide the insurance and are subject to licensing  requirements  and
regulations in several states.  No assurance can be given that this activity can
continue to be conducted in any given jurisdiction.

ITEM 1A.   RISK FACTORS
           ------------

     In addition to the other information in our Annual Report on Form 10-K, you
should  consider  the risks  described  below that we believe may be material to
investors in  evaluating  the Company.  This  section  contains  forward-looking
statements,  and in  considering  these  statements,  you  should  refer  to the
qualifications  and  limitations  on our  forward-looking  statements  that  are
described in FORWARD LOOKING STATEMENTS at the beginning of Item 1.
             --------------------------

SINCE OUR BUSINESS CONSISTS PRIMARILY OF ACQUIRING AND OPERATING REAL ESTATE, WE
ARE SUBJECT TO THE RISKS  RELATED TO THE  OWNERSHIP AND OPERATION OF REAL ESTATE
THAT CAN ADVERSELY IMPACT OUR BUSINESS AND FINANCIAL CONDITION.

     The value of our investments may be reduced by general risks of real estate
ownership.  Since we derive  substantially  all of our income  from real  estate
operations,  we are subject to the general  risks of  acquiring  and owning real
estate-related assets, including:

o    lack of demand for rental spaces or units in a locale;

o    changes in general economic or local conditions;

o    natural disasters, such as earthquakes and floods;

o    potential terrorist attacks;

o    changes in supply of or demand for similar or  competing  facilities  in an
     area;

                                       10


o    the impact of environmental protection laws;

o    changes in interest  rates and  availability  of permanent  mortgage  funds
     which  may  render  the  sale  of  a  nonstrategic  property  difficult  or
     unattractive  including  the  impact of the  current  turmoil in the credit
     markets;

o    increases  in  insurance  premiums,  property  tax  assessments  and  other
     operating and maintenance expenses;

o    transactional costs and liabilities, including transfer taxes;

o    adverse changes in tax, real estate and zoning laws and regulations; and

o    tenant and employment-related claims.

     In addition,  we self-insure certain of our property loss,  liability,  and
workers  compensation  risks for  which  other  real  estate  companies  may use
third-party  insurers.  This  results  in a higher  risk of losses  that are not
covered  by  third-party  insurance  contracts,  as  described  in Note 13 under
"Insurance  and Loss  Exposure"  to our  consolidated  financial  statements  at
December 31, 2008.

     There is significant  competition  among  self-storage  facilities and from
other storage alternatives.  Most of our properties are self-storage facilities,
which generated most of our revenue for the year ended December 31, 2008.  Local
market  conditions will play a significant  part in how competition  will affect
us.  Competition in the market areas in which many of our properties are located
from other self-storage facilities and other storage alternatives is significant
and has affected the occupancy  levels,  rental rates and operating  expenses of
some of our properties.  Any increase in availability of funds for investment in
real estate may accelerate  competition.  Further  development  of  self-storage
facilities may intensify competition among operators of self-storage  facilities
in the market areas in which we operate.

     We may incur significant  environmental costs and liabilities.  As an owner
and  operator  of real  properties,  under  various  federal,  state  and  local
environmental  laws,  we are  required  to clean up spills or other  releases of
hazardous or toxic substances on or from our properties.  Certain  environmental
laws impose liability  whether or not the owner knew of, or was responsible for,
the presence of the hazardous or toxic substances.  In some cases, liability may
not be limited to the value of the property.  The presence of these  substances,
or the failure to properly remediate any resulting  contamination,  whether from
environmental  or microbial  issues,  also may  adversely  affect the owner's or
operator's ability to sell, lease or operate its property or to borrow using its
property as collateral.

     We have  conducted  preliminary  environmental  assessments  of most of our
properties (and intend to conduct these  assessments in connection with property
acquisitions)  to  evaluate  the  environmental   condition  of,  and  potential
environmental  liabilities  associated with, our properties.  These  assessments
generally  consist  of an  investigation  of  environmental  conditions  at  the
property (not including soil or groundwater sampling or analysis),  as well as a
review of available  information  regarding the site and publicly available data
regarding  conditions at other sites in the vicinity.  In connection  with these
property assessments,  our operations and recent property acquisitions,  we have
become aware that prior  operations  or  activities  at some  facilities or from
nearby  locations  have or may have  resulted  in  contamination  to the soil or
groundwater at these facilities.  In this regard,  some of our facilities are or
may be the subject of federal or state environmental  investigations or remedial
actions. We have obtained,  with respect to recent  acquisitions,  and intend to
obtain  with  respect to pending or future  acquisitions,  appropriate  purchase
price  adjustments or  indemnifications  that we believe are sufficient to cover
any related potential liability. Although we cannot provide any assurance, based
on the preliminary environmental assessments, we believe we have funds available
to  cover  any  liability   from   environmental   contamination   or  potential
contamination  and we are not aware of any  environmental  contamination  of our
facilities  material to our overall business,  financial condition or results of
operations.

                                       11


     There has been an increasing number of claims and litigation against owners
and managers of rental properties relating to moisture  infiltration,  which can
result in mold or other property damage. When we receive a complaint  concerning
moisture infiltration, condensation or mold problems and/or become aware that an
air quality concern exists, we implement  corrective measures in accordance with
guidelines  and  protocols  we have  developed  with the  assistance  of outside
experts.  We seek to work  proactively  with our  tenants  to  resolve  moisture
infiltration and mold-related issues, subject to our contractual  limitations on
liability for such claims. However, we can give no assurance that material legal
claims  relating to moisture  infiltration  and the presence of, or exposure to,
mold will not arise in the future.

     Delays in  development  and  fill-up  of our  properties  would  reduce our
profitability.  From January 1, 2004,  through  December 31, 2008,  we opened 22
newly developed  self-storage  facilities in the U.S. at a cost of $186 million.
In addition,  our  development  "pipeline" at December 31, 2008 consists of five
projects  with  total  estimated  costs  of $27  million.  Shurgard  Europe  has
developed  and  opened  52  facilities  since  January  1,  2004  at a  cost  of
approximately $417 million, and has nine development projects under construction
with total estimated costs of $82 million.  Construction  delays due to weather,
unforeseen site conditions,  personnel  problems,  and other factors, as well as
cost overruns,  would adversely affect our profitability.  Delays in the rent-up
of newly  developed  storage space as a result of  competition or other factors,
including  the slowdown in the general  economy  which has  negatively  impacted
storage demand, would also adversely impact our profitability.

     Property  taxes can increase and cause a decline in yields on  investments.
Each of our  properties is subject to real property  taxes.  These real property
taxes may  increase  in the  future as  property  tax  rates  change  and as our
properties are assessed or reassessed by tax  authorities.  Such increases could
adversely impact our profitability.

     We must comply with the Americans with Disabilities Act and fire and safety
regulations, which can require significant expenditures. All our properties must
comply with the Americans  with  Disabilities  Act and with related  regulations
(the  "ADA").  The  ADA  has  separate   compliance   requirements  for  "public
accommodations"  and  "commercial   facilities,"  but  generally  requires  that
buildings be made  accessible to persons with  disabilities.  Various state laws
impose similar  requirements.  A failure to comply with the ADA or similar state
laws could result in  government  imposed fines on us and could award damages to
individuals affected by the failure. In addition, we must operate our properties
in compliance with numerous local fire and safety  regulations,  building codes,
and other land use regulations.  Compliance with these  requirements can require
us to spend  substantial  amounts of money,  which would  reduce cash  otherwise
available  for  distribution  to  shareholders.  Failure  to comply  with  these
requirements could also affect the marketability of our real estate facilities.

     We incur liability from tenant and employment-related  claims. From time to
time we must resolve  tenant claims and  employment-related  claims by corporate
level and field personnel.

THE GLOBAL  ECONOMIC  CRISIS  COULD  ADVERSELY  AFFECT OUR  BUSINESS,  FINANCIAL
CONDITION, GROWTH AND ACCESS TO CAPITAL.

     By the end of 2008, the national  economy was in a recession and the global
financial crisis had broadened and intensified. Declining economic conditions in
the markets where we operate  facilities,  including higher  unemployment rates,
restrictions  on the  availability of credit,  volatile energy costs,  increased
governmental  needs for  revenue,  and other  events or factors  that  adversely
affect disposable  incomes,  have and are likely to continue to adversely affect
our business.

     As a further result of the current global financial crisis,  our ability to
issue preferred  shares or borrow at reasonable  rates has been and may continue
to be adversely  affected by illiquid credit markets.  The issuance of perpetual
preferred  securities  has been a  significant  source  of  capital  to grow our
business.  In the current market,  we are not able to issue perpetual  preferred
securities at yields we believe are attractive.  While we currently believe that
we have sufficient  working capital and capacity under our credit facilities and
our retained  cash flow from  operations  to continue to operate our business as
usual,  long-term continued turbulence in the credit markets and in the national

                                       12


economy may adversely affect our access to capital and adversely impact earnings
growth that might otherwise  result from the acquisition and development of real
estate facilities.

WE GROW OUR BUSINESS PRIMARILY THROUGH  ACQUISITIONS OF EXISTING  PROPERTIES AND
ARE  SUBJECT TO RISKS  RELATED TO  ACQUISITIONS  THAT MAY  ADVERSELY  AFFECT OUR
GROWTH AND FINANCIAL RESULTS.

     We grow our  business  in large part  through the  acquisition  of existing
properties,   including  acquisitions  of  businesses  owned  by  other  storage
operators.  In addition to the general  risks  related to real estate  described
above which may also adversely impact operations at acquired properties,  we are
also subject to the following risks in connection with property acquisitions and
the integration of acquired properties into our operations.

     Any failure by us to manage acquisitions and other significant transactions
successfully could negatively impact our financial results.  Our growth strategy
includes acquiring other self-storage facilities.  We also evaluate from time to
time  other  significant  transactions.  If these  facilities  are not  properly
integrated into our system, our financial results may suffer.

     Any failure to successfully integrate acquired operations with our existing
business could  negatively  impact our financial  results.  To fully realize any
anticipated  benefits from an  acquisition,  we must  successfully  complete the
combination  of the  businesses of Public  Storage and acquired  properties in a
manner  that  permits  cost  savings to be  realized.  It is  possible  that the
integration  process could result in a decline in occupancy and/or rental rates,
the  disruption  of each  company's  ongoing  businesses or  inconsistencies  in
standards,   controls,   procedures,   practices,   policies  and   compensation
arrangements  that adversely affect our ability to maintain  relationships  with
tenants and  employees or to achieve  anticipated  benefits,  particularly  with
large acquisitions.

     Some acquired properties are subject to property tax reappraisals which may
increase our property tax  expense.  Some of the  facilities  we acquired in the
Shurgard  Merger have been,  and will  continue to be,  subject to property  tax
reappraisal  that could increase  property tax expense and adversely  affect our
profitability.  Up to 17% of the domestic  properties  we acquired in the merger
are located in jurisdictions  that may provide for property tax reappraisal upon
a change of ownership and so may face further reassessment.

AS A RESULT OF OUR OWNERSHIP OF 49% OF THE INTERNATIONAL  OPERATIONS OF SHURGARD
EUROPE WITH A BOOK VALUE OF $264.1 MILLION AT DECEMBER 31, 2008, AND OUR LOAN TO
SHURGARD EUROPE  AGGREGATING $552.4 MILLION AT DECEMBER 31, 2008, WE ARE EXPOSED
TO  ADDITIONAL  RISKS  RELATED TO  INTERNATIONAL  BUSINESSES  THAT MAY ADVERSELY
IMPACT OUR BUSINESS AND FINANCIAL RESULTS.

     We have limited  experience  in European  operations,  which may  adversely
impact our  ability to operate  profitably  in  Europe.  In  addition,  European
operations  have specific  inherent  risks,  including  without  limitation  the
following:

o    currency risks, including currency fluctuations,  which can impact the fair
     value of our  $264.1  million  book value  equity  investment  in  Shurgard
     Europe,  as well as the net proceeds to be received  upon  repayment of our
     loan to Shurgard Europe;

o    unexpected changes in legislative and regulatory requirements;

o    potentially adverse tax burdens;

o    burdens of complying with different permitting standards, environmental and
     labor laws and a wide variety of foreign laws;

o    obstacles to the repatriation of earnings and cash;

o    regional, national and local political uncertainty;

o    economic slowdown and/or downturn in foreign markets;

                                       13


o    difficulties in staffing and managing international operations;

o    reduced protection for intellectual property in some countries; and

o    inability to effectively  control less than  wholly-owned  partnerships and
     joint ventures.

Based upon current  market  conditions  and recent  operating  result  trends of
Shurgard  Europe,  the  following  specific  risks  apply  with  respect  to our
investment in, and loan to, Shurgard Europe:

o    We have an  obligation  to loan up to an  additional  (euro)305  million to
     Shurgard  Europe.  Shurgard  Europe  exercised  their  option to extend our
     commitment  to  provide up to  (euro)305  million  of  additional  loans to
     Shurgard  Europe  through  March 2010,  either to fund the  acquisition  of
     Shurgard Europe's JV partner's  interest in the joint ventures and/or repay
     Shurgard  Europe's  pro-rata  share of the joint  venture  debt.  While the
     acquisition  of the joint  venture  partners'  interests are subject to our
     approval,  and  Shurgard  Europe's  pro rata share of the  aggregate  joint
     venture debt is approximately (euro)50 million, this commitment may require
     us to loan  additional  funds to Shurgard  Europe in amounts or under terms
     that we may not have otherwise agreed to.

o    Joint Ventures that Shurgard Europe has a 20% interest in have  significant
     refinancing requirements. Shurgard Europe's two joint ventures collectively
     had  approximately  (euro)250  million ($355 million) of  outstanding  debt
     payable to third  parties at December 31, 2008,  which is  non-recourse  to
     Shurgard Europe.  One of the joint venture loans totaling (euro)120 million
     ($170  million) is due May 2009 and the other joint  venture loan  totaling
     (euro)130  million ($185 million) is due in June 2009.  Shurgard  Europe is
     currently  negotiating  terms  with the  respective  lenders  to extend the
     maturities out one to three years.  We expect  Shurgard  Europe to finalize
     these  extensions  within  the  next  90  days,  although  there  can be no
     assurance  that such  extensions  will  actually be  completed.

     If Shurgard  Europe were unable to extend the maturity  dates of the loans,
     it is our  expectation  that the loans  would be repaid  with each  partner
     contributing their pro rata share towards repayment.  Shurgard Europe's pro
     rata share, in the aggregate,  would be approximately (euro)50 million ($70
     million)  which  Shurgard  Europe could borrow from us pursuant to our loan
     commitment  described  above.  Further,  it is also  possible that Shurgard
     Europe's  joint venture  partner will be unable to contribute  its pro rata
     share to repay the loans and may  trigger,  through  its  rights  under the
     related partnership  documents,  the liquidation of the partnership,  which
     could  result  in  Shurgard  Europe's  acquisition  of  its  joint  venture
     partner's interest or the sale of the properties to third properties,  with
     potential loss or reduction to our investment if the  liquidation  proceeds
     were not  sufficient.  If Shurgard Europe were to acquire its joint venture
     partner's on such a  circumstance,  it could  borrow on the  aforementioned
     (euro)305  million loan commitment we have provided to fund the purchase of
     the joint venture partner's interest and repayment of the loans.

o    Shurgard  Europe's  ability to refinance  its $552.4  million loan from us,
     which  is  due  in  March  2010,  is  limited  based  upon  current  market
     conditions.  We have loaned  Shurgard  Europe  (euro)391.9  million ($552.4
     million at December 31,  2008),  and this loan is due in March 2010.  Given
     the current  capital  markets,  it is likely that Shurgard  Europe would be
     unable to refinance the entire loan. If Shurgard Europe is unable to obtain
     financing  to raise funds to repay our loan,  we may have to  negotiate  an
     equity  or debt  contribution  by our joint  venture  partner  to  Shurgard
     Europe,  extend the loan, or otherwise  take steps under our lender rights.
     Any of these steps could negatively impact our investment and the liquidity
     of Shurgard Europe.

o    Shurgard  Europe's   operating  trends  are  negative.   Shurgard  Europe's
     same-store  revenue is down 2.3% in the quarter ended  December 31, 2008 as
     compared to the same period in 2007 on a constant  exchange rate basis,  as
     compared to same-store  revenue growth in the U.S. of 1.6%. The outlook for
     2009  for  Shurgard  Europe  is  for  continued  reductions  in  same-store

                                       14


     revenues,  which will adversely impact Shurgard Europe's  operating results
     and its  interest  coverage  ratio and other  similar  metrics  upon  which
     potential lenders typically base their lending decisions.

WE ARE  SUBJECT TO RISKS  RELATED TO OUR  OWNERSHIP  OF ASSETS IN JOINT  VENTURE
STRUCTURES.

     In connection with our 2006  acquisition of Shurgard and the acquisition of
a 51%  interest in  Shurgard  Europe by an  institutional  investor on March 31,
2008, we hold  interests in several joint  ventures.  Joint ventures may present
additional risks, including without limitation, the following:

o    Risks  related  to  the  financial  strength,  common  business  goals  and
     strategies and cooperation of the venture partner.

o    The  inability  to take some  actions  with  respect  to the joint  venture
     activities that we may believe are favorable,  if our joint venture partner
     does not agree.

o    The risk that we could lose our REIT status based upon actions of the joint
     ventures  if  we  are  unable  to   effectively   control  these   indirect
     investments.

o    The risk that we may not  control  the legal  entity  that has title to the
     real estate.

o    The risk that our  investments  in these entities may not be easily sold or
     readily  accepted as  collateral  by our lenders,  or that lenders may view
     joint ventured assets as less favorable as collateral.

o    The risk that the  joint  ventures  could  take  actions  that we could not
     prevent,  which  could  result in  negative  rating  agency  impacts to our
     preferred shares and debt.

o    The risk that we may be constrained from certain activities of our own that
     we would otherwise deem favorable,  due to noncompete  clauses in our joint
     venture arrangements.

o    The risk that we will be unable to resolve  disputes with our joint venture
     partners.   We  are  currently  engaged  in  legal  proceedings   including
     litigation with certain joint venture partners.

THE  HUGHES  FAMILY  COULD  CONTROL  US  AND  TAKE  ACTIONS   ADVERSE  TO  OTHER
SHAREHOLDERS.

     At December 31, 2008,  B. Wayne  Hughes,  Chairman of the Board of Trustees
and his family (the "Hughes Family") owned  approximately 21.0% of our aggregate
outstanding common shares. Our declaration of trust permits the Hughes Family to
own up to 47.66% of our  outstanding  common  shares.  Consequently,  the Hughes
Family may or could  control  matters  submitted to a vote of our  shareholders,
including electing trustees,  amending our organizational documents,  dissolving
and approving other extraordinary transactions, such as a takeover attempt, even
though such actions may not be favorable to other shareholders.

CERTAIN  PROVISIONS OF MARYLAND LAW AND IN OUR  DECLARATION  OF TRUST AND BYLAWS
MAY  PREVENT  CHANGES IN  CONTROL  OR  OTHERWISE  DISCOURAGE  TAKEOVER  ATTEMPTS
BENEFICIAL TO SHAREHOLDERS.

     Maryland law limits certain business combinations and changes of control of
the  Company  unless  the Board  affirmatively  elects  not to be covered by the
statutory  provisions.  Currently,  the Board  has  opted  out of the  statutory
limitations of both statutes.  However,  the Board may in the future elect to be
covered  under  the  business  combination  provisions  and  the  control  share
acquisitions  provisions of Maryland law. The business combination provisions of
Maryland  law (in the event our Board opts to make them  applicable  to us), the
control  share  acquisition  provisions  of  Maryland  law  (if  the  applicable
provision in our bylaws is rescinded), limitations on removal of trustees in our
declaration  of  trust,  restrictions  on  the  acquisition  of  our  shares  of
beneficial  interest,  the power to issue  additional  common shares,  preferred
shares or equity  shares and the advance  notice  provisions of our bylaws could
have the effect of delaying,  deterring or preventing a transaction  or a change
in control that might  involve a premium  price for holders of the common shares
or might otherwise be in their best interest. Certain provisions of Maryland law

                                       15


permit our board of trustees,  without  shareholder  approval and  regardless of
what is provided in our  declaration of trust or bylaws,  to implement  takeover
defenses that we may not yet have and to take,  or refrain from taking,  certain
other actions without those  decisions being subject to any heightened  standard
of conduct or  standard  of review as such  decisions  may be subject in certain
other jurisdictions.

     To preserve our status as a REIT under the Code,  our  declaration of trust
contains  limitations  on the number and value of shares of beneficial  interest
that any person may own. These ownership limitations generally limit the ability
of a person,  other than the Hughes  Family (as  defined in our  declaration  of
trust)  and other  than  "designated  investment  entities"  (as  defined in our
declaration of trust),  to own more than 3% of our outstanding  common shares or
9.9% of the  outstanding  shares of any class or series of  preferred  or equity
shares,  in  each  case,  in  value  or  number  of  shares,  whichever  is more
restrictive,  unless an  exemption  is granted by our board of  trustees.  These
limitations could discourage,  delay or prevent a transaction involving a change
in control of our company not approved by our board of trustees.

IF WE FAILED TO QUALIFY AS A REIT FOR INCOME TAX PURPOSES,  WE WOULD BE TAXED AS
A CORPORATION,  WHICH WOULD SUBSTANTIALLY  REDUCE FUNDS AVAILABLE FOR PAYMENT OF
DIVIDENDS.

     Investors  are  subject  to the risk that we may not  qualify as a REIT for
income tax purposes.  REITs are subject to a range of complex organizational and
operational  requirements.  As a REIT, we must  distribute  with respect to each
year at least 90% of our REIT taxable income to our shareholders (which may take
into account certain dividends paid in the subsequent year).  Other restrictions
apply to our income  and  assets.  Our REIT  status is also  dependent  upon the
ongoing  qualification  of our  affiliate,  PSB,  as a REIT,  as a result of our
substantial ownership interest in that company.

     For any  taxable  year that we fail to  qualify as a REIT and are unable to
avail ourselves of relief  provisions set forth in the Code, we would be subject
to  federal  income tax at the  regular  corporate  rates on all of our  taxable
income,  whether or not we make any  distributions  to our  shareholders.  Those
taxes  would  reduce  the  amount  of cash  available  for  distribution  to our
shareholders or for reinvestment  and would adversely affect our earnings.  As a
result,  our failure to qualify as a REIT  during any taxable  year could have a
material  adverse  effect  upon us and  our  shareholders.  Furthermore,  unless
certain relief  provisions  apply, we would not be eligible to elect REIT status
again until the fifth taxable year that begins after the first year for which we
fail to qualify.

     We have also assumed,  based on public filings that Shurgard qualified as a
REIT.  However, if Shurgard failed to qualify as a REIT, we generally would have
succeeded to or incurred significant tax liabilities  (including the significant
tax  liability  that  would  have  resulted  from the  deemed  sale of assets by
Shurgard to us pursuant to the Shurgard Merger).

WE MAY PAY SOME TAXES, REDUCING CASH AVAILABLE FOR SHAREHOLDERS.

     Even if we  qualify  as a REIT for  federal  income  tax  purposes,  we are
required to pay some federal,  foreign,  state and local taxes on our income and
property.  Since January 1, 2001, certain corporate  subsidiaries of the Company
(including certain subsidiaries acquired in connection with the Shurgard Merger)
have  elected to be treated as "taxable  REIT  subsidiaries"  of the Company for
federal income tax purposes.  A taxable REIT  subsidiary is taxable as a regular
corporation and is limited in its ability to deduct interest payments made to us
in excess of a certain  amount.  In  addition,  if we receive or accrue  certain
amounts  and  the  underlying  economic  arrangements  among  our  taxable  REIT
subsidiaries and us are not comparable to similar  arrangements  among unrelated
parties, we will be subject to a 100% penalty tax on those payments in excess of
amounts deemed  reasonable  between  unrelated  parties.  To the extent that the
Company or any taxable  REIT  subsidiary  is required to pay  federal,  foreign,
state or local  taxes,  we will have less cash  available  for  distribution  to
shareholders.

WE   HAVE   BECOME    INCREASINGLY    DEPENDENT   UPON   AUTOMATED    PROCESSES,
TELECOMMUNICATIONS, AND THE INTERNET AND ARE FACED WITH SYSTEM SECURITY RISKS.

     We have  become  increasingly  centralized  and  dependent  upon  automated
information technology processes.  As a result, we could be severely impacted by
a catastrophic occurrence,  such as a natural disaster or a terrorist attack. In

                                       16


addition,  a portion of our business operations are conducted over the Internet,
increasing the risk of viruses that could cause system  failures and disruptions
of operations.  Experienced  computer  programmers  may be able to penetrate our
network security and misappropriate our confidential information,  create system
disruptions  or cause  shutdowns.  Nearly half of our move-ins  comes from sales
channels dependent upon telecommunications (telephone or Internet).

WE HAVE NO  INTEREST  IN CANADIAN  SELF-STORAGE  FACILITIES  OWNED BY THE HUGHES
FAMILY.

     The Hughes Family has ownership interests in, and operates, 49 self-storage
facilities  in Canada under the name  "Public  Storage." We currently do not own
any interests in these  facilities  nor do we own any  facilities in Canada.  We
have a right of first refusal to acquire the stock or assets of the  corporation
engaged in the operation of the self-storage  facilities in Canada if the Hughes
Family or the  corporation  agrees to sell them.  However,  we have no ownership
interest in the operations of this  corporation,  have no right to acquire their
stock or assets unless the Hughes family decides to sell, and receive no benefit
from the profits and increases in value of the Canadian self-storage facilities.

     Through our subsidiaries, we continue to reinsure risks relating to loss of
goods stored by tenants in the  self-storage  facilities in Canada.  We acquired
the tenant insurance business on December 31, 2001 through our acquisition of PS
Insurance  Company,  or PSICH.  For the years ended  December 31, 2008 and 2007,
PSICH received  $768,000 and $906,000,  respectively,  in  reinsurance  premiums
attributable to the Canadian  Facilities.  Since PSICH's right to provide tenant
reinsurance to the Canadian  Facilities may be qualified,  there is no assurance
that these premiums will continue.

OUR TENANT INSURANCE BUSINESS IS SUBJECT TO GOVERNMENTAL  REGULATION WHICH COULD
REDUCE OUR PROFITABILITY OR LIMIT OUR GROWTH.

     We hold Limited Lines Self Storage  Insurance  Agent licenses from a number
of  individual  state   Departments  of  Insurance  and  are  subject  to  state
governmental  regulation and supervision.  This state  governmental  supervision
could reduce our  profitability  or limit our growth by increasing  the costs of
regulatory  compliance,  limiting  or  restricting  the  products or services we
provide or the methods by which we provide products and services,  or subjecting
our businesses to the  possibility  of regulatory  actions or  proceedings.  Our
continued  ability to maintain these Limited Lines Self Storage  Insurance Agent
licenses in the jurisdictions in which we are licensed depends on our compliance
with the rules and regulations  promulgated  from time to time by the regulatory
authorities  in  each  of  these  jurisdictions.  Furthermore,  state  insurance
departments  conduct periodic  examinations,  audits and  investigations  of the
affairs of insurance agents.

     In all  jurisdictions,  the applicable  laws and regulations are subject to
amendment  or  interpretation  by  regulatory   authorities.   Generally,   such
authorities  are vested with  relatively  broad  discretion to grant,  renew and
revoke licenses and approvals and to implement regulations.  Accordingly, we may
be  precluded  or  temporarily  suspended  from  carrying  on some or all of our
activities  or  otherwise  fined  or  penalized  in  a  given  jurisdiction.  No
assurances  can be given that our businesses can continue to be conducted in any
given  jurisdiction  as it has been conducted in the past. For each of the years
ended December 31, 2008 and 2007, revenues from our tenant reinsurance  business
represented approximately 3% of our revenues.

FAILURE TO COMPLY WITH  APPLICABLE  LAWS COULD HARM OUR BUSINESS  AND  FINANCIAL
RESULTS.

     We are  subject  to a wide  range of  federal,  state  and  local  laws and
regulations  including those imposed by the SEC, the  Sarbanes-Oxley Act of 2002
and New York Stock Exchange,  as well as applicable labor laws. Although we have
policies and procedures designed to comply with applicable laws and regulations,
failure to comply with the various laws and  regulations may result in civil and
criminal  liability,  fines and  penalties,  increased  costs of compliance  and
restatement of our financial statements.

                                       17


TERRORIST  ATTACKS  AND THE  POSSIBILITY  OF WIDER  ARMED  CONFLICT  MAY HAVE AN
ADVERSE  IMPACT ON OUR BUSINESS  AND  OPERATING  RESULTS AND COULD  DECREASE THE
VALUE OF OUR ASSETS.

     Terrorist  attacks  and other acts of violence or war could have a material
adverse impact on our business and operating results.  There can be no assurance
that there will not be further  terrorist attacks against the U.S., the European
Community,  or their  businesses or interests.  Attacks or armed  conflicts that
directly  impact one or more of our properties  could  significantly  affect our
ability to operate those  properties and thereby  impair our operating  results.
Further,  we may not have  insurance  coverage for losses  caused by a terrorist
attack. Such insurance may not be available, or if it is available and we decide
to obtain such terrorist coverage, the cost for the insurance may be significant
in relationship to the risk overall. In addition,  the adverse effects that such
violent acts and threats of future attacks could have on the U.S.  economy could
similarly  have a  material  adverse  effect  on our  business  and  results  of
operations. Finally, further terrorist acts could cause the U.S. to enter into a
wider armed  conflict,  which could  further  impact our business and  operating
results.

DEVELOPMENTS  IN  CALIFORNIA  MAY HAVE AN  ADVERSE  IMPACT ON OUR  BUSINESS  AND
FINANCIAL RESULTS.

     We are headquartered  in, and approximately  one-fifth of our properties in
the U.S.  are  located in  California.  The state of  California  and many local
jurisdictions are facing severe budgetary problems.  Action that may be taken in
response to these  problems,  such as increases in property  taxes on commercial
properties,  changes  to  sales  taxes or other  governmental  efforts  to raise
revenues  could  adversely  impact our  business and results of  operations.  In
addition,  we could be  adversely  impacted  by efforts  to reenact  legislation
mandating medical  insurance for employees of California  businesses and members
of their families.

ITEM 1B. UNRESOLVED STAFF COMMENTS
         -------------------------

         Not applicable.

                                       18




ITEM 2.  PROPERTIES
         ----------

     At December 31, 2008,  we had direct and  indirect  ownership  interests in
2,012 and 181 storage  facilities located in 38 states within the U.S. and seven
Western European nations, respectively:

                                             At December 31, 2008
                                  -----------------------------------------
                                  Number of Storage     Net Rentable Square
                                    Facilities (a)      Feet (in thousands)
                                  ------------------    -------------------
United States:
California:
     Southern...............                 204                 14,202
     Northern...............                 170                  9,927
Texas.......................                 236                 15,493
Florida.....................                 191                 12,511
Illinois....................                 123                  7,800
Washington..................                  91                  6,028
Georgia.....................                  92                  5,964
North Carolina..............                  69                  4,775
Virginia....................                  78                  4,453
New York....................                  62                  3,997
Colorado....................                  60                  3,810
New Jersey..................                  56                  3,524
Maryland....................                  56                  3,290
Minnesota...................                  44                  2,990
Michigan....................                  43                  2,755
Arizona.....................                  37                  2,259
South Carolina..............                  40                  2,155
Missouri....................                  38                  2,144
Oregon......................                  39                  2,006
Indiana.....................                  31                  1,926
Pennsylvania................                  28                  1,867
Ohio........................                  30                  1,860
Nevada......................                  24                  1,561
Tennessee...................                  27                  1,528
Kansas......................                  22                  1,310
Massachusetts...............                  19                  1,179
Wisconsin...................                  16                  1,030
Other states (12 states)....                  86                  4,731
                                           -----                -------
     Total - U.S............               2,012                127,075
                                           -----                -------
Europe:
France......................                  55                  2,901
Netherlands.................                  37                  1,977
Sweden......................                  27                  1,437
Belgium.....................                  21                  1,254
United Kingdom..............                  20                    970
Germany.....................                  11                    552
Denmark.....................                  10                    502
                                           -----                -------
     Total - Europe.........                 181                  9,593
                                           -----                -------
     Grand Total............               2,193                136,668
                                           =====                =======

(a)  See Schedule III:Real Estate and Accumulated  Depreciation in the Company's
     2008  financials,  for a complete  list of properties  consolidated  by the
     Company.

     Our  facilities  are  generally  operated to maximize cash flow through the
regular  review and  adjustment  of rents  charged to our tenants.  For the year
ended December 31, 2008, the weighted  average  occupancy  level and the average

                                       19


realized  rent per occupied  square foot for our  self-storage  facilities  were
approximately  89% and  $12.98,  respectively  in the U.S.  and 80% and  $28.05,
respectively in Europe.

     At December 31, 2008, 90 of our facilities  were encumbered by an aggregate
of $236 million in mortgage notes payable.

     We have no  specific  policy as to the maximum  size of any one  particular
self-storage facility.  However, none of our facilities involves, or is expected
to involve, 1% or more of our total assets, gross revenues or net income.

     DESCRIPTION OF  SELF-STORAGE  FACILITIES:  Self-storage  facilities,  which
comprise  the  majority of our  investments,  are  designed to offer  accessible
storage  space for personal  and  business use at a relatively  low cost. A user
rents a fully enclosed space, which is for the user's exclusive use and to which
only the user has access on an unrestricted basis during business hours. On-site
operation  is the  responsibility  of property  managers who are  supervised  by
district managers.  Some self-storage facilities also include rentable uncovered
parking  areas for  vehicle  storage.  Storage  facility  spaces are rented on a
month-to-month  basis.  Rental  rates  vary  according  to the  location  of the
property,  the  size  of the  storage  space  and  length  of  stay.  All of our
self-storage  facilities  in the U.S.  are operated  under the "Public  Storage"
brand name,  while our  facilities  in Europe are operated  under the  "Shurgard
Storage Centers" brand name.

     Users  of  space  in  self-storage   facilities  include  individuals  from
virtually all demographic  groups,  as well as businesses.  Individuals  usually
obtain  this space for  storage of  furniture,  household  appliances,  personal
belongings,  motor  vehicles,  boats,  campers,  motorcycles and other household
goods.  Businesses  normally employ this space for storage of excess  inventory,
business records, seasonal goods, equipment and fixtures.

     Our self-storage  facilities  generally consist of three to seven buildings
containing an aggregate of between 350 to 750 storage spaces, most of which have
between 25 and 400 square feet and an interior height of approximately  eight to
12 feet.

     We  experience  minor  seasonal  fluctuations  in the  occupancy  levels of
self-storage  facilities with occupancies  generally higher in the summer months
than in the winter  months.  We believe that these  fluctuations  result in part
from increased moving activity during the summer months.

     Our self-storage facilities are geographically  diversified and are located
primarily  in or near major  metropolitan  markets in 38 states in the U.S.  and
seven Western  European  nations.  Generally  our  self-storage  facilities  are
located in heavily  populated  areas and close to  concentrations  of  apartment
complexes, single family residences and commercial developments.  However, there
may be  circumstances in which it may be appropriate to own a property in a less
populated  area,  for  example,  in an area that is highly  visible from a major
thoroughfare and close to, although not in, a heavily populated area.  Moreover,
in certain population  centers,  land costs and zoning restrictions may create a
demand for space in nearby less populated areas.

     Competition  from other  self-storage  facilities as well as other forms of
storage  in the  market  areas in which many of our  properties  are  located is
significant and has affected the occupancy  levels,  rental rates, and operating
expenses of many of our properties.

     Since our investments are primarily self-storage facilities, our ability to
preserve our  investments  and achieve our objectives is dependent in large part
upon success in this field.  Historically,  upon stabilization  after an initial
fill-up period, our U.S.  self-storage facility interests have generally shown a
high  degree of  consistency  in  generating  cash  flows.  We believe  that our
self-storage  facilities,  upon stabilization,  have attractive  characteristics
consisting of high profit margins, a broad tenant base and low levels of capital
expenditures to maintain their condition and appearance.

     COMMERCIAL  PROPERTIES:  In addition to our interests in 2,193 self-storage
facilities, we have an interest in PSB, which, as of December 31, 2008, owns and
operates approximately 19.6 million net rentable square feet in eight states. At

                                       20


December 31, 2008,  our  investment in PSB  represents  2.7% of our total assets
based upon book value of $265.7  million.  The market value of our investment in
PSB at December 31, 2008 of approximately  $568.2 million represents 5.7% of the
book  value of our total  assets at  December  31,  2008 of  approximately  $9.9
billion.  We also directly own 1,469,000 net rentable  square feet of commercial
space,  primarily located at our existing self-storage  locations,  comprised of
small retail locations.

     The commercial  properties owned by PSB consist of flex space, office space
and  industrial  space.  Flex space is defined as buildings  that are configured
with a  combination  of part  warehouse  space and part office  space and can be
designed to fit a wide  variety of uses.  The  warehouse  component  of the flex
space has a variety of uses including light manufacturing and assembly,  storage
and warehousing, showroom, laboratory, distribution and research and development
activities. The office component of flex space is complementary to the warehouse
component by enabling businesses to accommodate  management and production staff
in the same facility.  PSB also owns low-rise  suburban office space,  generally
either in  business  parks that  combine  office and flex space or in  desirable
submarkets  where the  economics of the market demand an office  build-out.  PSB
also owns  industrial  space that has  characteristics  similar to the warehouse
component of the flex space.

     ENVIRONMENTAL  MATTERS: Our policy is to accrue  environmental  assessments
and  estimated  remediation  cost when it is probable  that such efforts will be
required and the related costs can be reasonably estimated. Our current practice
is  to  conduct   environmental   investigations  in  connection  with  property
acquisitions.  Although  there  can be no  assurance,  we are not  aware  of any
environmental  contamination of any of our facilities,  which individually or in
the aggregate would be material to our overall business, financial condition, or
results of operations.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

     Brinkley v. Public  Storage,  Inc.  (filed April 2005)  (Superior  Court of
     ---------------------------------------------------------------------------
     California - Los Angeles County)
     --------------------------------

     The plaintiff sued the Company on behalf of a purported class of California
non-exempt  employees based on various California wage and hour laws and seeking
monetary  damages  and  injunctive  relief.  In May  2006,  a motion  for  class
certification  was filed seeking to certify five  subclasses.  Plaintiff  sought
certification  for alleged  meal  period  violations,  rest  period  violations,
failure to pay for travel time,  failure to pay for mileage  reimbursement,  and
for wage  statement  violations.  In October 2006, the Court declined to certify
three out of the five subclasses.  The Court did,  however,  certify  subclasses
based on alleged meal period and wage statement  violations.  Subsequently,  the
Company filed a motion for summary judgment seeking to dismiss the matter in its
entirety.  On June 22, 2007,  the Court granted the Company's  summary  judgment
motion as to the  causes of action  relating  to the  subclasses  certified  and
dismissed  those claims.  The only  surviving  claims are those  relating to the
named plaintiff.  The plaintiff has filed an appeal to the Court's June 22, 2007
summary judgment ruling. On October 28, 2008, the Court of Appeals sustained the
trial  court's  ruling.  The  plaintiff  filed a petition  for  review  with the
California  Supreme  Court,  which was granted but further action in this matter
was deferred pending consideration and disposition of a related issue in Brinker
Restaurant  Corp.  v.  Superior  Court  which is  currently  pending  before the
California Supreme Court.

     European Joint Venture Arbitration Proceeding
     ---------------------------------------------

     Shurgard  Europe  holds a 20%  interest  in each of two joint  ventures  in
Europe,   First  Shurgard  and  Second  Shurgard,   that   collectively  own  72
self-storage properties in Europe. On August 24, 2006, the Company,  through its
affiliate,  Shurgard Europe, served an exit notice on the European joint venture
partners  informing them of its intention to purchase  their  interests in First
Shurgard  and  Second  Shurgard  pursuant  to an early exit  procedure  that the
Company believes is provided for in the respective joint venture agreements. The
exit  notice  offered  to pay the joint  venture  partners  an amount  for their
interests in accordance with the provisions of the joint venture agreements. The
joint venture partners  contested  whether the Company has the right to purchase
its interests under the early exit  procedures of the joint venture  agreements.
On January 17,  2007,  Shurgard  Europe  filed an  arbitration  request with the
International  Chamber of Commerce  to compel  arbitration  of the  matter.  The
arbitration proceedings occurred from June 30, 2008 through July 3, 2008.

                                       21


     The  arbitration  panel recently  issued a ruling  concluding that Shurgard
Europe did not have the right to start the exit procedures  under the early exit
provision of joint  venture  agreements.  However,  the panel held that Shurgard
Europe did not act  unreasonably  in raising a genuine issue and ruled that each
party is to bear its own costs. The arbitration panel's decision does not affect
Shurgard  Europe's  ability to exit the joint  ventures in  accordance  with the
ordinary (as  compared to the  "early")  exit  provisions  of the joint  venture
agreements if market and other  conditions  make a termination of one or both of
the  joint  ventures  advisable.   The  ordinary  exit  procedure  is  currently
exercisable  for First  Shurgard and will be  exercisable in May 2009 for Second
Shurgard.

     Other Items
     -----------

     We are a party to various claims,  complaints, and other legal actions that
have  arisen in the  normal  course of  business  from time to time that are not
described  above. We believe that it is unlikely that the outcome of these other
pending  legal  proceedings  including  employment  and  tenant  claims,  in the
aggregate,  will have a material adverse impact upon our operations or financial
position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         --------------------------------------------------

     We did not submit any  matter to a vote of  security  holders in the fourth
quarter of the fiscal year ended December 31, 2008.




                                       22


                                     PART II
                                     -------

ITEM 5.  Market for Registrant's Common Equity, Related Shareholder Matters and
         ----------------------------------------------------------------------
         Issuer Purchases of Equity Securities
         -------------------------------------

     a.   Market Price of the Registrant's Common Equity:

               Our Common Shares (NYSE: PSA), including those of Public Storage,
          Inc. prior to our reorganization in June 2007, have been listed on the
          New York Stock Exchange since October 19, 1984. Our Depositary  Shares
          each  representing  1/1,000 of an Equity  Share,  Series A (NYSE:PSAA)
          (see section c. below),  including those of Public Storage, Inc. prior
          to our  reorganization  in June 2007 have been  listed on the New York
          Stock Exchange since February 14, 2000.

               The  following  table sets forth the high and low sales prices of
          our Common Shares on the New York Stock Exchange  composite  tapes for
          the applicable periods.

                                                              Range
                                                  -----------------------------
         Year                 Quarter               High                 Low
         ----                 -------             --------             -------
         2007                   1st               $117.16               $92.43
                                2nd                 99.36                74.28
                                3rd                 82.11                68.09
                                4th                 85.58                70.29

         2008                   1st                 94.98                65.66
                                2nd                 98.01                78.85
                                3rd                102.48                75.00
                                4th                105.87                52.52

               The  following  table sets forth the high and low sales prices of
          our Depositary  Shares Each  Representing  1/1,000 of an Equity Share,
          Series  A on the New  York  Stock  Exchange  composite  tapes  for the
          applicable periods.

                                                             Range
                                                  -----------------------------
         Year                 Quarter               High                 Low
         ----                 -------             --------             -------
         2007                    1st               $27.27               $26.25
                                 2nd                26.88                25.65
                                 3rd                26.15                25.00
                                 4th                26.29                24.32

         2008                    1st                26.00                24.14
                                 2nd                26.33                25.05
                                 3rd                26.50                24.50
                                 4th                26.05                18.12

               As of February 15, 2009, there were approximately  19,462 holders
          of  record  of  Common  Shares  and  approximately  9,402  holders  of
          Depositary Shares Each Representing 1/1,000 of an Equity Share, Series
          A.

     b.   Dividends

               We have paid quarterly  distributions to our  shareholders  since
          1981,  our first full year of  operations.  Overall  distributions  on
          Common Shares for 2008 amounted to $472.8  million or $2.80 per share.
          Included in these amounts are $101.0 million or $0.60 per Common Share
          with respect to a special cash dividend paid in December 2008.

                                       23


               Holders of Common  Shares are  entitled to receive  distributions
          when and if declared by our Board of Trustees out of any funds legally
          available for that  purpose.  In order to maintain our REIT status for
          federal  income  tax  purposes,  we  are  generally  required  to  pay
          dividends  at least equal to 90% of our real estate  investment  trust
          taxable  income  for the  taxable  year  (for  this  purpose,  certain
          dividends paid in the subsequent  year may be taken into account).  We
          intend to pay  distributions  sufficient  to permit us to maintain our
          REIT status.

               For Federal income tax purposes,  distributions  to  shareholders
          are treated as ordinary income,  capital gains, return of capital or a
          combination  thereof.  For 2008,  the dividends  paid on common shares
          ($2.80 per share), on all the various classes of preferred shares, and
          on our Equity Shares, Series A were classified as follows:



                                 1st Quarter       2nd Quarter       3rd Quarter      4th Quarter
                                 -----------       -----------       -----------      -----------
                                                                           
Ordinary Income..........          99.9668%          99.6512%          99.8319%         100.0000%
Long-term Capital Gain...           0.0332%           0.3488%           0.1681%           0.0000%
                                 -----------       -----------       -----------      -----------
Total....................         100.0000%         100.0000%         100.0000%         100.0000%
                                 ===========       ===========       ===========      ===========




               For 2007,  the dividends paid on common shares ($2.00 per share),
          on all the  various  classes of  preferred  shares,  and on our Equity
          Shares, Series A were classified as follows:



                                 1st Quarter       2nd Quarter       3rd Quarter      4th Quarter
                                 -----------       -----------       -----------      -----------
                                                                             
Ordinary Income..........          99.8756%          98.8310%         100.0000%          97.3267%
Long-term Capital Gain...           0.1244%           1.1690%           0.0000%           2.6733%
                                 -----------       -----------       -----------      -----------
Total....................         100.0000%         100.0000%         100.0000%         100.0000%
                                 ===========       ===========       ===========      ===========


     c.   Equity Shares

               The Company is authorized to issue 100,000,000 Equity Shares. Our
          declaration  of trust  provides  that the Equity  Shares may be issued
          from  time to time  in one or more  series  and  gives  the  Board  of
          Trustees broad authority to fix the dividend and distribution  rights,
          conversion and voting rights,  redemption  provisions and  liquidation
          rights of each series of Equity Shares.

               At  December  31,  2008,  we  had  8,377,193   Depositary  Shares
          outstanding,  each representing  1/1,000 of an Equity Share, Series A.
          The Equity  Shares,  Series A rank on a parity with our common  shares
          and  junior  to  the  Senior   Preferred   Shares   with   respect  to
          distributions  and  liquidation  and has a  liquidation  amount  which
          cannot  exceed  $24.50 per share.  Distributions  with respect to each
          depositary  share  shall be the lesser of: a) five times the per share
          dividend on the Common  Shares or b) $2.45 per annum.  Except in order
          to preserve the Company's  Federal income tax status as a REIT, we may
          not redeem the  depositary  shares  before March 31, 2010. On or after
          March 31, 2010, we may, at our option, redeem the depositary shares at
          $24.50 per  depositary  share.  If the Company  fails to preserve  its
          Federal  income tax status as a REIT,  each  depositary  share will be
          convertible into 0.956 of our common shares. The depositary shares are
          otherwise not  convertible  into common shares.  Holders of depositary
          shares  vote as a single  class with our  holders of common  shares on
          shareholder  matters, but the depositary shares have the equivalent of
          one-tenth of a vote per depositary share. We have no obligation to pay
          distributions on the depositary shares if no distributions are paid to
          common shareholders.

               In November  1999,  we sold  $100,000,000  (4,289,544  shares) of
          Equity  Shares,  Series AAA  ("Equity  Shares  AAA") to a newly formed
          joint  venture.  The Equity  Shares AAA ranks on a parity  with common
          shares and  junior to the  Senior  Preferred  Shares  with  respect to
          general  preference rights, and has a liquidation amount equal to 120%
          of the amount distributed to each common share.  Annual  distributions
          per share are equal to the lesser of (i) five  times the  amount  paid
          per  common  share  or (ii)  $2.1564.  We have  no  obligation  to pay
          distributions if no distributions are paid to common shareholders.

                                       24


     d.   Common Share Repurchases

               Our Board of Trustees has authorized the repurchase  from time to
          time of up to 35,000,000 of our common shares on the open market or in
          privately  negotiated  transactions.  On May 8,  2008,  the  Board  of
          Trustees authorized an increase in the total repurchase  authorization
          from 25,000,000 common shares to 35,000,000 common shares. During 2006
          and  2007,  we  did  not  repurchase  any  shares.   During  2008,  we
          repurchased  1,520,196 shares for approximately  $111.9 million.  From
          the inception of the repurchase program through March 2, 2009, we have
          repurchased a total of 23,721,916  common shares at an aggregate  cost
          of approximately  $679.1 million.  Our common share repurchase program
          does not have an  expiration  date and  there  are  11,278,084  common
          shares that may yet be repurchased under our repurchase  program as of
          December 31, 2008. During the year ended December 31, 2008, we did not
          repurchase  any of our common  shares  outside our publicly  announced
          repurchase  program,   except  shares  withheld  for  payment  of  tax
          withholding in connection with our various stock option plans.  Future
          levels of common  repurchases  will be  dependent  upon our  available
          capital, investment alternatives,  and the trading price of our common
          shares.

     e.   Preferred and Equity Share Repurchases

               During  November  and  December  2008,  in  privately  negotiated
          transactions we repurchased various series of our Cumulative Preferred
          Shares with an aggregate  liquidation amount of $103.2 million, for an
          aggregate  of $66.9  million in cash (which was  inclusive  of accrued
          dividends), in addition to 367,000 shares of our Equity Shares, Series
          A for an  aggregate  of $7.7  million  in cash  (inclusive  of accrued
          dividends).

               The following table presents monthly  information  related to our
          privately  negotiated  repurchases of our Cumulative  Preferred Shares
          and Equity Shares, Series A during the year ended December 31, 2008:

                                                   Total Number
                                                   of Shares     Average Price
        Period Covered                             Purchased     Paid per Share
        ------------------------------------       ---------     --------------

        October 1, 2008  - October 31, 2008               -               -
        November 1, 2008 - November 30, 2008
          Preferred Shares - Series Y               449,100          $16.04
          Preferred Shares - Series K             1,409,756          $16.87
          Preferred Shares - Series L               933,400          $15.67
          Preferred Shares - Series M               934,647          $15.38
          Equity Shares - Series A                  367,000          $21.00
                                                  ---------          ------
          Monthly Total                           4,093,903          $16.54
                                                  ---------          ------
        December 1, 2008 - December 31, 2008
          Preferred Shares - Series Y               400,000          $17.23
                                                  ---------          ------
        Total                                     4,493,903          $16.60
                                                  =========          ======

                                       25


ITEM 6.  SELECTED FINANCIAL DATA
         -----------------------


                                                                          For the year ended December 31,
                                                      ------------------------------------------------------------------------
                                                       2008 (1)       2007 (1)        2006 (1)         2005            2004
                                                      ----------     -----------     ----------     ----------      ----------
                                                                   (Amounts in thousands, except per share data)

Revenues:
                                                                                                      
  Rental income and ancillary operations........      $1,709,452      $1,803,082     $1,347,267     $1,041,528       $950,600
  Interest and other income.....................          36,155          11,417         31,799         16,447          5,391
                                                      ----------      ----------     ----------     ----------      ----------
                                                       1,745,607       1,814,499      1,379,066      1,057,975        955,991
                                                      ----------      ----------     ----------     ----------      ----------
Expenses:
   Cost of operations (excluding depreciation)..         580,577         657,743        496,257        376,526        360,256
  Depreciation and amortization.................         414,188         622,400        437,555        195,824        182,663
  General and administrative....................          62,809          59,749         84,661         21,115         18,813
  Interest expense..............................          43,944          63,671         33,062          8,216            760
                                                      ----------      ----------     ----------     ----------      ----------
                                                       1,101,518       1,403,563      1,051,535        601,681        562,492
                                                      ----------      ----------     ----------     ----------      ----------
Income from continuing operations before equity
  in earnings of real estate entities, gain on
  disposition of an interest in Shurgard Europe,
  gain (loss) on disposition of real estate
  investments and casualty gain or loss, foreign
  currency exchange (loss) gain and minority
  interest in income............................         644,089         410,936        327,531        456,294        393,499
Equity in earnings of real estate entities......          20,391          12,738         11,895         24,883         22,564
Gain on disposition of an interest in Shurgard
  Europe........................................         344,685               -              -              -              -
Gain (loss) on disposition of real estate
  investments and casualty gain or loss, net....          (8,665)          5,212          2,177          1,182             67
Foreign currency exchange (loss) gain...........         (25,362)         58,444          4,262              -              -
Minority interest in income.....................         (38,696)        (29,543)       (31,883)       (32,651)       (49,913)
                                                      ----------      ----------     ----------     ----------      ----------
Income from continuing operations...............         936,442         457,787        313,982        449,708        366,217
Discontinued operations and cumulative effect of
  change in accounting principle................          (1,266)           (252)            44          6,685             (4)
                                                      ----------      ----------     ----------     ----------      ----------
Net income......................................        $935,176        $457,535       $314,026       $456,393       $366,213
                                                      ==========      ==========     ==========     ==========      =========
-----------------------------------------------------------------------------------------------------------------------------
Per Common Share:
Distributions...................................          $2.80           $2.00          $2.00           $1.90          $1.80

Net income - Basic..............................          $4.21           $1.18          $0.33           $1.98          $1.39
Net income - Diluted............................          $4.19           $1.17          $0.33           $1.97          $1.38

Weighted average common shares - Basic..........         168,250         169,342        142,760        128,159        127,836
Weighted average common shares - Diluted........         168,883         170,147        143,715        128,819        128,681
-----------------------------------------------------------------------------------------------------------------------------
Balance Sheet Data:
Total assets....................................      $9,936,045     $10,643,102    $11,198,473     $5,552,486     $5,204,790
Total debt......................................        $643,811      $1,069,928     $1,848,542       $149,647       $145,614
Minority interest...............................        $364,417        $506,688       $506,030       $253,970       $428,903
Shareholders' equity............................      $8,715,464      $8,763,129     $8,208,045     $4,817,009     $4,429,967
-----------------------------------------------------------------------------------------------------------------------------
Other Data:
Net cash provided by operating activities.......      $1,059,225      $1,027,605       $753,140       $673,150       $593,743
Net cash provided by (used in) investing
  activities....................................        $340,018       $(261,876)     $(473,630)     $(452,425)     $(156,066)
Net cash used in financing activities...........       $(966,360)    $(1,061,457)     $(228,095)     $(102,969)     $(276,255)


(1)  The significant increase in our revenues, cost of operations,  depreciation
     and  amortization,   and  interest  expense  in  2006  and  2007,  and  the
     significant increase in total assets, total debt and shareholder' equity in
     2006, is due to our acquisition of Shurgard Storage Centers in August 2006.
     The significant decrease in our revenues, cost of operations,  depreciation
     and  amortization,  and  interest  expense  in  2008,  and the  significant
     decrease in total assets,  total debt and  shareholder'  equity in 2008, is
     due to our disposition of an interest in Shurgard Europe on March 31, 2008.
     See Note 3 to our December 31, 2008 consolidated  financial  statements for
     further information.

                                       26



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

     The following  discussion and analysis  should be read in conjunction  with
our consolidated financial statements and notes thereto.

     FORWARD  LOOKING  STATEMENTS:  This  Annual  Report on Form  10-K  contains
forward-looking  statements  within the meaning of the federal  securities laws.
All statements in this document,  other than statements of historical  fact, are
forward-looking  statements  which  may be  identified  by the use of the  words
"expects,"  "believes,"   "anticipates,"   "plans,"  "would,"  "should,"  "may,"
"estimates" and similar expressions.  These  forward-looking  statements involve
known and unknown  risks and  uncertainties,  which may cause  Public  Storage's
actual results and  performance to be materially  different from those expressed
or implied in the forward-looking  statements.  As a result, you should not rely
on any  forward-looking  statements in this report, or which management may make
orally or in writing  from time to time,  as  predictions  of future  events nor
guarantees of future performance.  We caution you not to place undue reliance on
forward-looking statements, which speak only as the date of this report or as of
the dates indicated in the statements.  All of our  forward-looking  statements,
including  those  in this  report,  are  qualified  in  their  entirely  by this
statement.  We expressly disclaim any obligation to update publicly or otherwise
revise any forward-looking  statements,  whether as a result of new information,
new estimates,  or other factors, events or circumstances after the date of this
document,  except where expressly required by law.  Accordingly,  you should use
caution in relying  on past  forward-looking  statements  to  anticipate  future
results.

     Factors  and risks  that may  impact our  future  results  and  performance
include,  but are not limited to, those described in Item 1A, "Risk Factors" and
in our other filings with the Securities and Exchange Commission. ("SEC").

     CRITICAL ACCOUNTING POLICIES

     Management's  Discussion and Analysis of Financial Condition and Results of
Operations  discusses our  consolidated  financial  statements,  which have been
prepared in accordance with United States ("U.S.") generally accepted accounting
principles  ("GAAP").  The  preparation of our financial  statements and related
disclosures  in  conformity  with GAAP and our  discussion  and  analysis of our
financial  condition  and  results of  operations  requires  management  to make
judgments,  assumptions  and estimates  that affect the amounts  reported in our
consolidated  financial  statements  and  accompanying  notes.  The notes to our
December 31, 2008 consolidated financial statements, primarily Note 2, summarize
the significant  accounting  policies and methods used in the preparation of our
consolidated financial statements and related disclosures.

     Management  believes the  following  are critical  accounting  policies the
application  of  which  has  a  material  impact  on  the  Company's   financial
presentation. That is, they are both important to the portrayal of our financial
condition  and  results,  and they  require  management  to make  judgments  and
estimates about matters that are inherently uncertain.

     QUALIFICATION AS A REIT - INCOME TAX EXPENSE:  We believe that we have been
organized  and operated,  and we intend to continue to operate,  as a qualifying
REIT under the Code and  applicable  state laws.  We also believe that  Shurgard
qualified as a REIT.  A REIT  generally  does not pay  corporate  level  federal
income taxes on its REIT taxable income that is distributed to its shareholders,
and  accordingly,  we do not pay  federal  income  tax on the  share of our REIT
taxable income that is distributed to our shareholders.

     We therefore  do not estimate or accrue any federal  income tax expense for
income earned and distributed related to REIT operations. This estimate could be
incorrect,  because  due  to  the  complex  nature  of  the  REIT  qualification
requirements,   the  ongoing  importance  of  factual   determinations  and  the
possibility of future changes in our circumstances, we cannot be assured that we
actually have satisfied or will satisfy the  requirements for taxation as a REIT
for any  particular  taxable  year.  For any  taxable  year that we fail or have
failed to qualify as a REIT and for which applicable  relief  provisions did not
apply,  we would be taxed at the regular  corporate  rates on all of our taxable
income,  whether or not we made or make any  distributions to our  shareholders.
Any resulting  requirement to pay corporate income tax, including any applicable
penalties or interest,  could have a material  adverse  impact on our  financial
condition or results of  operations.  Unless  entitled to relief under  specific
statutory provisions,  we also would be disqualified from taxation as a REIT for

                                       27


the four taxable  years  following  the year for which  qualification  was lost.
There can be no assurance that we would be entitled to any statutory  relief. In
addition,  if  Shurgard  failed to qualify as a REIT,  we  generally  would have
succeeded to or incurred significant tax liabilities.

     IMPAIRMENT OF LONG-LIVED ASSETS: Substantially all of our assets consist of
long-lived  assets,  including  real  estate and other  intangible  assets.  The
evaluation of our long-lived assets for impairment includes  determining whether
indicators  of  impairment  exist,  which  is a  subjective  process.  When  any
indicators of impairment  are found,  the evaluation of such  long-lived  assets
then entails  projections of future  operating  cash flows,  which also involves
significant  judgment.  Future events, or facts and circumstances that currently
exist, that we have not yet identified, could cause us to conclude in the future
that our long-lived  assets are impaired.  Any resulting  impairment  loss could
have a  material  adverse  impact on our  financial  condition  and  results  of
operations.

     ESTIMATED  USEFUL  LIVES OF  LONG-LIVED  ASSETS:  Substantially  all of our
assets consist of  depreciable  or  amortizable,  long-lived  assets.  We record
depreciation  and  amortization  expense with respect to these assets based upon
their estimated  useful lives. Any change in the estimated useful lives of those
assets,  caused by functional or economic  obsolescence or other factors,  could
have a  material  adverse  impact  on our  financial  condition  or  results  of
operations.

     ACCRUALS FOR CONTINGENCIES:  We are exposed to business and legal liability
risks with respect to events that have occurred, but in accordance with GAAP, we
have not accrued for such potential  liabilities  because the loss is either not
probable  or not  estimable  or because  we are not aware of the  event.  Future
events and the  results of pending  litigation  could  result in such  potential
losses  becoming  probable and  estimable,  which could have a material  adverse
impact on our  financial  condition  or  results  of  operations.  Some of these
potential  losses,  of  which  we are  aware,  are  described  in Note 13 to our
December 31, 2008 consolidated financial statements.

     ACCRUALS  FOR  OPERATING  EXPENSES:  We accrue for property tax expense and
certain other operating  expenses based upon estimates and historical trends and
current and anticipated  local and state government  rules and  regulations.  If
these estimates and assumptions are incorrect, our expenses could be misstated.

     VALUATION OF ASSETS AND LIABILITIES ACQUIRED IN BUSINESS  COMBINATIONS:  We
have estimated the fair value of real estate,  intangible assets,  debt, and the
other  assets and other  liabilities  acquired  in business  combinations,  most
notably the Shurgard  Merger.  We have acquired these assets,  in certain cases,
with non-cash assets, most notably the 38.9 million shares that we issued to the
Shurgard  shareholders.   These  estimates  are  based  upon  many  assumptions,
including  interest  rates,  market values of land and buildings in the U.S. and
Europe,  estimated future cash flows from the then tenant base in place, and the
recoverability  of certain  assets.  We believe that the  assumptions  used were
reasonable,  however,  these assumptions were subject to a significant degree of
judgment,  and others could come to materially  different  conclusions as to the
estimated  values,  if  different  assumptions  were used.  If the  values  were
determined  using different  assumptions  than those used, our  depreciation and
amortization  expense,  interest expense,  gain on disposition of an interest in
Shurgard  Europe,  real  estate,  debt,  and  intangible  assets could have been
materially different.

     OVERVIEW OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS

     Our principal  business  activities  include the acquisition,  development,
ownership and operation of  self-storage  facilities  which offer storage spaces
for lease,  generally on a month-to-month  basis, for personal and business use.
We are the largest  owner and operator of  self-storage  facilities in the U.S.,
and we have an interest in what we believe is the largest  owner and operator of
self-storage facilities in Europe.

     We currently  operate within three reportable  segments:  (i) self-storage,
(ii) Shurgard Europe and (iii) ancillary. The self-storage segment comprises the
direct and indirect ownership, development, and operation of traditional storage
facilities in the U.S. Our Shurgard Europe segment comprises our equity interest
in the  self-storage  and  associated  activities in seven  countries in Western
Europe. Our ancillary segment represents all of our other activities,  which are
reported  as a group,  including  (i)  containerized  storage,  (ii)  commercial
property  operations,  directly  and  through our 46%  ownership  interest in PS
Business Parks, Inc.  ("PSB"),  a publicly traded REIT whose common stock trades
on the New York Stock  Exchange under the symbol "PSB" (as of December 31, 2008,
PSB owned and  operated  19.6  million net  rentable  square feet of  commercial
space),  (iii) the  reinsurance  of policies  against  losses to goods stored by
tenants in our self-storage facilities,  (iv) retail operations conducted at our
self-storage  facilities including  merchandise sales and truck rentals, and (v)
management of self-storage  facilities owned by third-party  owners and domestic
facilities  owned  by the  Unconsolidated  Entities.  See  also  Note  11 to our

                                       28


December 31, 2008  consolidated  financial  statements  for further  information
regarding our segments.

     We significantly  increased the scope and scale of our operations on August
22, 2006, when we merged with Shurgard Storage Centers, Inc. ("Shurgard" and the
merger  referred to as the "Shurgard  Merger"),  a REIT which had an interest in
487  self-storage  facilities  located in the U.S.  and an  interest in Shurgard
Europe's 160 facilities.  On March 31, 2008, we entered into a transaction  with
an  institutional   investor  (the  transaction   referred  to  as  the  "Europe
Transaction")  whereby  the  investor  acquired  a 51%  equity  interest  in our
European operations ("Shurgard Europe").  Shurgard Europe held substantially all
of our  operations  in Europe.  Since March 31, 2008,  we own the  remaining 49%
interest and are the managing  member of Shurgard  European  Holdings LLC, a new
joint venture formed to own Shurgard Europe's operations.

     Our self-storage  facilities in the U.S. comprise  approximately 90% of our
operating revenue,  and represent the primary driver of growth in our net income
and cash flows from operations.  In addition, much of our ancillary revenues are
derived  at our  self-storage  facility  locations,  either  from  our  existing
self-storage  customer base or from the customer traffic within our self-storage
facilities.  Accordingly, a large portion of management time and focus is placed
upon maximizing  revenues and effectively  managing expenses in our self-storage
facilities.

     The self-storage  industry is not immune to the  recessionary  pressures in
the general economic environment. Demand for self-storage space in both the U.S.
and Europe has softened and, as a result, we are experiencing  downward pressure
on occupancy  levels,  rental rates, and revenue growth in each of our operating
segments.

     An important  determinant  of our long-term  growth is the expansion of our
asset base and deployment of capital.  Acquisitions of  self-storage  facilities
have  been  minimal  over  the  past  year  as we  continue  to  monitor  seller
expectations  and wait for better  opportunities  that may come about as certain
local developers,  who raised capital through the issuance of debt,  endeavor to
refinance such debt in the near-term,  but face the current tight credit markets
as  well as  pressure  on  operating  cash  flow  due to the  current  difficult
operating environment.

     While  historically  we have  developed  real  estate  facilities,  we have
substantially  reduced our development  activities due to the existing recession
and our belief  that our  capital  can be more  effectively  put to use in other
ways.

     We currently  have $680.7 million in cash on hand at December 31, 2008, and
continue  to monitor  the  appropriate  and most  effective  way to deploy  this
capital,  primarily  either through the acquisition of facilities or through the
opportunistic  acquisition of our own debt and equity  securities.  We acquired,
for $66.9 million,  certain of our preferred securities in November and December
2008 at a substantial  discount to  liquidation  value,  and we acquired  $110.2
million of our outstanding senior unsecured notes during February 2009.

RESULTS OF OPERATIONS
--------------------------------------------------------------------------------

OPERATING  RESULTS FOR 2008 AS  COMPARED TO 2007:  Net income for the year ended
December  31, 2008 was $935.2  million  compared to $457.5  million for the same
period in 2007,  representing an improvement of $477.7 million. This improvement
is primarily due to a gain of $344.7 million  recognized on the disposition of a
51% interest in Shurgard Europe on March 31, 2008, improvements in net operating
income with respect to our domestic  self-storage  facilities and a reduction in
amortization of intangible assets, offset by a foreign currency exchange loss of
$25.4  million  for the year ended  December  31,  2008 as compared to a foreign
exchange gain of $58.4 million in 2007.

     Comparisons  of our revenues  and expenses for the year ended  December 31,
2008 to the year ended  December  31,  2007 are  significantly  impacted  by the
acquisition by an institutional investor of a 51% interest in Shurgard Europe on

                                       29


March 31,  2008,  which  resulted in the  deconsolidation  of  Shurgard  Europe.
Shurgard  Europe's  revenues and expenses after March 31, 2008 are excluded from
our  statement  of  operations  and,  instead,  our 49% equity share of Shurgard
Europe's  operating results are included in the line item "equity in earnings of
real estate  entities" and we also record interest and other income with respect
to (i) the interest  received on our intercompany  loan from Shurgard Europe and
(ii) license fee income.

     For the years ended December 31, 2008 and 2007, we allocated $205.9 million
and  $236.8  million  of  our  net  income,   respectively,   to  our  preferred
shareholders.  The year-over-year  decrease is due primarily to an allocation of
income  from our  preferred  shareholders  to our common  shareholders  of $33.9
million, representing the excess of original net proceeds from issuance over the
amount  paid  in  the  fourth  quarter  of  2008  pursuant  to  preferred  share
repurchases.

     For the year ended  December 31, 2008,  net income  allocable to our common
shareholders   (after   allocating  net  income  to  our  preferred  and  equity
shareholders)  was $708.1  million or $4.19 per common share on a diluted  basis
compared  to $199.4  million  or $1.17 per common  share for the same  period in
2007,  representing  an improvement of $508.7 million or $3.02 per common share.
These  increases  are  due  primarily  to the  aforementioned  reduction  in the
allocation of net income to our preferred  shareholders  in connection  with the
repurchase of securities,  along with the impact of the factors  described above
with respect to the increase in our net income.

     Weighted  average diluted common shares were  168,883,000 and  170,147,000,
respectively, for the years ended December 31, 2008 and 2007. The decline is due
primarily to common share repurchases in the first quarter of 2008.

     OPERATING  RESULTS FOR 2007 AS  COMPARED  TO 2006:  Net income for the year
ended  December 31, 2007 was $457.5  million  compared to $314.0 million for the
same period in 2006,  representing an increase of $143.5 million.  This increase
is primarily due to improved operations from our real estate facilities combined
with an increased  foreign currency exchange gain and a reduction in general and
administrative  expense.  These  items were  partially  offset by  increases  in
depreciation and amortization expense and interest expense.

     Comparisons  of  our  revenues,   expenses,  and  weighted  average  shares
outstanding are significantly  impacted by the Shurgard Merger,  which closed on
August 22, 2006. The results with respect to the assets and liabilities acquired
in the  Shurgard  Merger are included in our  operating  results from August 23,
2006  through  December 31, 2006 during the year ended  December  31,  2006,  as
compared to the entire year ended December 31, 2007.

     Net operating income, before depreciation,  for our self-storage operations
totaled  $1,082.2  million for the year ended  December  31, 2007 as compared to
$810.8 million for the same period in 2006,  representing  an increase of $271.4
million. The increase is primarily due to the addition of 647 facilities that we
acquired in the Shurgard  Merger.  Net operating  income of the former  Shurgard
properties  was  approximately  $347.8  million for the year ended  December 31,
2007, as compared to $110.1 million for the same period in 2006,  which reflects
the  operations of these  facilities  from August 23, 2006 through  December 31,
2006.

         Net income allocable to our common shareholders (after allocating net
income to our preferred and equity shareholders) was $199.4 million or $1.17 per
common share on a diluted basis for the year ended December 31, 2007 compared to
$46.9 million or $0.33 per common share on a diluted basis for the same period
in 2006, representing an increase of $152.5 million or $0.84 per common share on
a diluted basis. The increase in net income allocable to common shareholders and
earnings per common share on a diluted basis are due primarily to the impact of
the factors described above with respect to net income, as well as a decrease in
income allocated to preferred shareholders, as described below.


     For the years ended December 31, 2007 and 2006, we allocated $236.8 million
and  $214.2  million  of  our  net  income,   respectively,   to  our  preferred
shareholders based on distributions paid. The year-over-year  increase is due to
the  issuance  of  additional  preferred  securities,  partially  offset  by the
redemption of preferred securities that had higher dividend rates than the newly
preferred  securities issued. In 2006, we also recorded allocations of income to

                                       30


our preferred  shareholders  with respect to the  application of EITF Topic D-42
totaling  $31.5  million  (or $0.22  per  common  share on a  diluted  basis) in
connection with the redemption of preferred securities.

     Weighted average diluted shares increased to 170,147,000 for the year ended
December 31, 2007 from  143,715,000  for the year ended  December 31, 2006.  The
increase in weighted  average  diluted  shares is due primarily to the impact of
the issuance of 38.9 million shares in connection with the Shurgard Merger.

REAL ESTATE OPERATIONS
--------------------------------------------------------------------------------

     SELF-STORAGE OPERATIONS: Our self-storage operations are by far the largest
component of our operating  activities,  representing  approximately  91% of our
total  revenues  generated for the year ended  December 31, 2008,  respectively.
Rental income with respect to our  self-storage  operations  declined by 4.9% in
the year ended  December 31, 2008,  when compared to the same period in 2007 due
primarily to the  deconsolidation  of Shurgard  Europe  effective April 1, 2008,
offset  partially  by growth in our  remaining  facilities.  Rental  income with
respect to our  self-storage  operations  grew by 34.1% in 2007,  as compared to
2006.  The  year-over-year  growth in  rental  income  is  primarily  due to the
acquisition  of additional  facilities in  connection  with the Shurgard  Merger
combined  with the addition of new  facilities to our portfolio in 2006 and 2007
and their subsequent fill-up.

     To enhance year-over-year comparisons,  the following table summarizes, and
the  ensuing  discussion  describes  the  operating  results of three  groups of
facilities  that management  analyzes with respect to the Company's  performance
for our  self-storage  segment,  which  includes:  (i)  the  Same  Store  group,
representing our domestic facilities that we have owned and have been stabilized
prior to January 1, 2006, as well as certain of the U.S.  facilities we acquired
in the Shurgard Merger on August 22, 2006 which were stabilized since January 1,
2006, for our Shurgard Europe segment and (ii) all other facilities  included in
our financial  statements other than those owned by Shurgard  Europe,  which are
primarily  those  facilities  that have not been operated at a stabilized  basis
since January 1, 2006 because they are either newly  developed or acquired since
2006 or because expansion  activities were not stabilized since January 1, 2006,
and for the  facilities  operated  by  Shurgard  Europe  which were  acquired in
connection  with the  Shurgard  Merger on August 22,  2006,  and  deconsolidated
effective March 31, 2008.


                                       31




SELF - STORAGE OPERATIONS SUMMARY:                        Year Ended December 31,                Year Ended December 31,
----------------------------------                 -----------------------------------    -------------------------------------
                                                                                Percentage                          Percentage
                                                       2008           2007      Change        2007        2006       Change
                                                   ----------     -----------   --------   -----------  ----------  ----------
                                                                           (Dollar amounts in thousands)

Rental income:
                                                                                                       
   Public Storage Same Store Facilities........     $1,006,093    $   983,342       2.3%   $  983,342   $  960,294       2.4%
   Shurgard Same Store Facilities..............        333,213        322,973       3.2%      322,973      109,543     194.8%
                                                    ----------    -----------   --------   -----------  ----------  ----------
      Total Same Store Facilities..............      1,339,306      1,306,315       2.5%    1,306,315    1,069,837      22.1%
   Other Facilities............................        187,271        163,632      14.4%      163,632      111,152      47.2%
                                                    ----------    -----------   --------   -----------  ----------  ----------
      Total Self-Storage Segment...............      1,526,577      1,469,947       3.9%    1,469,947    1,180,989      24.5%
   Shurgard Europe Segment Facilities (a)......         54,722        192,507     (71.6)%     192,507       58,708     227.9%
                                                    ----------    -----------   --------   -----------  ----------  ----------
     Total rental income.......................      1,581,299      1,662,454      (4.9)%   1,662,454    1,239,697      34.1%
                                                    ----------    -----------   --------   -----------  ----------  ----------
Cost of operations before depreciation and
    amortization expense:
   Public Storage Same Store Facilities........        324,316        318,137       1.9%      318,137      316,847       0.4%
   Shurgard Same Store Facilities..............        106,253        108,091      (1.7)%     108,091       39,733     172.0%
                                                    ----------    -----------   --------   -----------  ----------  ----------
      Total Same Store Facilities..............        430,569        426,228       1.0%      426,228      356,580      19.5%
   Other Facilities............................         64,853         62,310       4.1%       62,310       42,396      47.0%
                                                    ----------    -----------   --------   -----------  ----------  ----------
      Total Self-Storage Segment...............        495,422        488,538       1.4%      488,538      398,976      22.4%
   Shurgard Europe Segment Facilities..........         24,654         91,689     (73.1)%      91,689       29,934     206.3%
                                                    ----------    -----------   --------   -----------  ----------  ----------
      Total cost of operations.................        520,076        580,227     (10.4)%     580,227      428,910      35.3%
                                                    ----------    -----------   --------   -----------  ----------  ----------
Net operating income before depreciation and
    amortization expense (b):
   Public Storage Same Store Facilities........        681,777        665,205       2.5%      665,205      643,447       3.4%
   Shurgard Same Store Facilities..............        226,960        214,882       5.6%      214,882       69,810     207.8%
                                                    ----------    -----------   --------   -----------  ----------  ----------
      Total Same Store Facilities..............        908,737        880,087       3.3%      880,087      713,257      23.4%
   Other Facilities (b)........................        122,418        101,322      20.8%      101,322       68,756      47.4%
                                                    ----------    -----------   --------   -----------  ----------  ----------
      Total Self-Storage Segment...............      1,031,155        981,409       5.1%      981,409      782,013      25.5%
   Shurgard Europe Segment Facilities (b)......         30,068        100,818     (70.2)%     100,818       28,774     250.4%
                                                    ----------    -----------   --------   -----------  ----------  ----------
   Total net operating income before
        depreciation and amortization expense (b)    1,061,223      1,082,227      (1.9)%   1,082,227      810,787      33.5%
                                                    ----------    -----------   --------   -----------  ----------  ----------
Depreciation and amortization expense:
   Total depreciation and amortization expense.       (410,624)      (619,104)    (33.7)%    (619,104)    (434,366)     42.5%
                                                    ----------    -----------   --------   -----------  ----------  ----------
Net operating income:
   Total net operating income..................     $  650,599    $   463,123      40.5%   $  463,123   $  376,421      23.0%
                                                   ===========    ===========   ========   ==========   ==========  ==========

Data for Same Store and Other Facilities:
Weighted average square foot occupancy during
   the period..................................          88.9%          88.4%       0.6%        88.4%        88.6%     (0.2)%
Number of self-storage facilities (at end of
   period).....................................          1,994          1,985       0.5%        1,985        1,982       0.2%
Net rentable square feet (in thousands, at end
   of period):.................................        126,028        124,866       0.9%      124,866      124,041       0.7%


(a)  Represents the results with respect to Shurgard Europe's properties for the
     periods  consolidated  in  our  financial  statements.  We  acquired  these
     facilities on August 22, 2006 in connection  with the Shurgard  Merger.  As
     described  in  Note 3 to  our  December  31,  2008  consolidated  financial
     statements,  effective March 31, 2008, we  deconsolidated  Shurgard Europe.
     See also  "Equity in  Earnings  of Real  Estate  Entities -  Investment  in
     Shurgard Europe" for further analysis of the historical same store property
     operations of Shurgard Europe.

(b)  Total net operating income before depreciation and amortization or "NOI" is
     a non-GAAP  (generally accepted  accounting  principles)  financial measure
     that excludes the impact of depreciation and amortization expense. See Note
     11 to our December 31, 2008  consolidated  financial  statements,  "Segment
     Information,"  which includes a reconciliation  of NOI for our self-storage
     and  Shurgard  Europe  segments to our  consolidated  net income.  Although
     depreciation and amortization are operating  expenses,  we believe that NOI
     is a meaningful measure of operating performance, because we utilize NOI in
     making  decisions  with  respect to  capital  allocations,  in  determining
     current   property    values,    segment    performance,    and   comparing
     period-to-period  and  market-to-market  property operating results. NOI is
     not  a  substitute  for  net  operating   income  after   depreciation  and
     amortization in evaluating our operating results.


                                       32


     Same Store Facilities

     We have  1,789 Same  Store  Facilities  that  contain  approximately  109.4
million  net  rentable  square  feet,  representing  approximately  87%  of  the
aggregate net rentable  square feet of our  consolidated  domestic  self-storage
portfolio at December 31, 2008. The  significance  of this pool of facilities is
that they have all  operated on a  stabilized  basis for at least the past three
years. This gives management a meaningful year-over-year comparison of operating
data.  Revenues and operating  expenses with respect to this group are set forth
in the table below:


SAME STORE FACILITIES                                          Year Ended December 31,                 Year Ended December 31,
                                                        ---------------------------------     -------------------------------------
                                                                                   Percentage                             Percentage
                                                            2008         2007        Change        2007         2006 (a)    Change
                                                        ----------      ---------- ---------    -----------   ----------  ---------
                                                               (Dollar amounts in thousands, except weighted average amounts)


                                                                                                             
Rental income......................................     $1,283,015      $1,252,752       2.4%   $ 1,252,752   $1,215,835       3.0%
Late charges and administrative fees collected.....         56,291          53,563       5.1%        53,563       52,753       1.5%
                                                        ----------      ----------      ----    -----------   ----------      -----
   Total rental income.............................      1,339,306       1,306,315       2.5%     1,306,315    1,268,588       3.0%
                                                        ----------      ----------      ----    -----------   ----------      -----
Cost of operations before depreciation and amortization:
     Direct property payroll.......................         88,468          87,516       1.1%        87,516      101,221     (13.5)%
     Property taxes................................        125,696         122,157       2.9%       122,157      118,765       2.9%
     Repairs and maintenance.......................         39,949          39,980      (0.1)%       39,980       39,129       2.2%
     Media advertising.............................         18,386          19,075      (3.6)%       19,075       14,458      31.9%
     Other advertising and promotion...............         17,168          17,714      (3.1)%       17,714       20,456     (13.4)%
     Utilities.....................................         33,270          31,949       4.1%        31,949       31,242       2.3%
     Property insurance............................         10,611          12,572     (15.6)%       12,572       12,180       3.2%
     Telephone reservation center..................         11,744          11,798      (0.5)%       11,798       11,098       6.3%
     Other cost of management......................         85,277          83,467       2.2%        83,467       86,178      (3.1)%
                                                        ----------      ----------      ----    -----------   ----------      -----
   Total cost of operations........................        430,569         426,228       1.0%       426,228      434,727      (2.0)%
                                                        ----------      ----------      ----    -----------   ----------      -----
Net operating income before depreciation and
   amortization expense (b)........................        908,737         880,087       3.3%       880,087      833,861       5.5%
Depreciation and amortization expense..............       (318,696)       (407,962)    (21.9)%     (407,962)    (363,734)     12.2%
                                                        ----------      ----------      ----    -----------   ----------      -----
 Net operating income..............................     $  590,041     $   472,125      25.0%   $   472,125  $   470,127       0.4%
                                                        ==========     ===========      ====    ===========  ===========      =====

Gross margin (before depreciation and amortization
expense)...........................................         67.9%           67.4%        0.7%        67.4%        65.7         2.6%

Weighted average for the fiscal year:
   Square foot occupancy (c).......................         89.5%           89.5%        -           89.5%        89.1%        0.4%
   Realized annual rent per occupied square foot (d)
   (f).............................................     $   13.10      $    12.79        2.4%   $    12.79   $    12.47        2.6%
   REVPAF (e) (f)..................................     $   11.72      $    11.45        2.4%   $    11.45   $    11.11        3.1%

 Weighted average at December 31:
   Square foot occupancy...........................         87.1%           87.9%       (0.9)%       87.9%        88.1%       (0.2)%
   In place annual rent per occupied square foot (g)    $   14.03      $    13.93        0.7%   $    13.93   $    13.55        2.8%
Total net rentable square feet (in thousands)......       109,436         109,436          -       109,436      109,436          -
Number of facilities...............................         1,789           1,789          -         1,789        1,789          -



(a)  For  comparative  purposes,  the 2006  operating  data includes  historical
     amounts for the entire year for the  stabilized  properties  we acquired in
     the  Shurgard  Merger on August  22,  2006.  Included  in our  consolidated
     financial  statements  are only the historical  operating  results of these
     facilities after August 22, 2006.

(b)  Total net operating income before depreciation and amortization  expense or
     "NOI" is a non-GAAP (generally accepted  accounting  principles)  financial
     measure that excludes the impact of depreciation and amortization  expense.
     For our Same  Store  facilities,  NOI  represents  a  portion  of our total
     self-storage  segment's NOI and is reconciled to the  self-storage  segment
     total  in  the   table   "self-storage   operations   summary"   above.   A
     reconciliation of our total self-storage  segment's NOI to consolidated net
     income  is  included  in  Note 11 to our  December  31,  2008  consolidated
     financial  statements,  "Segment  Information."  Although  depreciation and
     amortization  are operating  expenses,  we believe that NOI is a meaningful
     measure  of  operating  performance,  because  we  utilize  NOI  in  making
     decisions  with  respect to capital  allocations,  in  determining  current
     property values,  segment performance,  and comparing  period-to-period and
     market-to-market  property operating  results.  NOI is not a substitute for
     net  operating  income  after  depreciation  and  amortization  expense  in
     evaluating our operating results.

                                       33


(c)  Square foot occupancies  represent  weighted average  occupancy levels over
     the entire period.

(d)  Realized  annual  rent per  occupied  square  foot is  computed by dividing
     rental income,  which excludes late charges and administrative fees, by the
     weighted  average  occupied square footage for the period.  Realized annual
     rent  per  occupied  square  foot  takes  into  consideration   promotional
     discounts and other items that reduce  rental  income from the  contractual
     amounts due.

(e)  Annualized  rental income per available  square foot ("REVPAF")  represents
     annualized  rental income,  which excludes late charges and  administrative
     fees, divided by total available net rentable square feet.

(f)  Late charges and  administrative  fees are excluded from the computation of
     realized annual rent per occupied square foot and REVPAF because  exclusion
     of these amounts provides a better measure of our ongoing level of revenue,
     by  excluding  the   volatility  of  late  charges,   which  are  dependent
     principally upon the level of tenant delinquency,  and administrative fees,
     which are dependent  principally  upon the absolute level of move-ins for a
     period.

(g)  In place  annual  rent  per  occupied  square  foot  represents  annualized
     contractual   rents  per  occupied  square  foot  without   reductions  for
     promotional discounts, and excludes late charges and administrative fees.

     We believe  that  demand  for our  self-storage  space has been  negatively
impacted  by general  economic  conditions,  the slow down in housing  sales and
moving activity, as well as increased competition.  It is unclear to us how much
we have been  negatively  impacted by these factors,  and how much these factors
may impact us going forward.  In order to most effectively  address the softness
in demand, we have continued to closely monitor and change our media advertising
on a localized basis, increased the level of promotional discounts and have been
conservative   with  rental  rates  during  2008.  We  expect  to  be  similarly
conservative in rental rates and media advertising in the expectation of similar
trends in the near term.

     Rental income increased approximately 2.5% in 2008 as compared to 2007, and
3.0% in 2007 as compared to 2006. These increases were primarily attributable to
higher average realized annual rental rates per occupied square foot, which were
2.4% higher in 2008 as compared to 2007,  and 2.6% higher in 2007 as compared to
2006. Occupancy levels remained consistent during the three years ended December
31, 2008.

     However,  in the three months  ended  December  31,  2008,  revenue  growth
tightened to 1.6% relative to the same period in 2007. At December 31, 2008, our
occupancy is 0.9% lower than at December 31, 2007,  while  in-place  rental rate
per  occupied  square foot was 0.7% higher at December 31, 2008 than at December
31, 2007. We believe that these trends are due to the  aforementioned  reduction
in demand for  self-storage  space,  and it is uncertain  whether the trends may
worsen or when they may improve.

     Cost of operations (excluding  depreciation and amortization)  increased by
1.0% in 2008 as compared to 2007,  and  decreased by 2.0% in 2007 as compared to
2006.  Growth  increased  minimally in 2008 as higher property tax and utilities
expenses were partially offset by lower property  insurance  expense as compared
to 2007. In 2007, we benefited from scale  efficiencies from the Shurgard Merger
as compared to 2006.

     Direct property  payroll  expense  increased by 1.1% in 2008 as compared to
2007. The increase  reflects lower  incentive pay and stagnant growth in average
wage rates,  offset by higher  hours  incurred  due to  adjustments  in staffing
levels. In 2007, payroll expense declined 13.5% over 2006. Prior to the Shurgard
Merger,  Shurgard paid its property  managers higher  compensation  than what we
paid our  property  managers.  Starting  January  1, 2007,  the former  Shurgard
employees who remained had their  compensation  adjusted to the existing  Public
Storage  compensation  levels.  Also in 2007, many of the inefficiencies such as
overtime and increased staffing levels used to manage increased turnover that we
experienced in 2006, as we were  integrating  the Shurgard  facilities  into our
portfolio,  were  eliminated.  For 2009,  we expect  moderate  growth  trends in
payroll.

     Property tax expense  increased by 2.9% in 2008 as compared to 2007, and in
2007 as compared to 2006. These increases are due to increases in assessments of
property  values that have been greater than we experienced  in prior years.  We
expect property tax expense growth of approximately 4% in 2009.

     Repairs  and  maintenance  expenditures  were flat  from  2007 to 2008,  as
compared  to a  2.2%  increase  from  2006  to  2007.  Repairs  and  maintenance
expenditures are dependent upon several factors,  such as weather, the timing of

                                       34


periodic  needs  throughout  our  portfolio,  inflation,  and random  events and
accordingly  are  difficult  to project  from year to year.  However,  we expect
repairs and maintenance expenditures to grow moderately in 2009.

     Media  advertising for the Same Store Facilities  decreased 3.6% in 2008 as
compared to 2007,  and from $2.6  million in the fourth  quarter of 2007 to $0.9
million in the fourth  quarter of 2008.  In 2007,  media  advertising  increased
31.9%  over 2006.  The  significant  increase  in media  advertising  in 2007 as
compared to 2006 reflects increased media spending in 2006 immediately following
the Shurgard  Merger in order to improve the occupancy  levels of the facilities
we  acquired  in the  merger.  Other  advertising  and  promotion  is  comprised
principally of yellow page and internet advertising, which decreased 3.1% during
2008 as compared to 2007, and 13.4% during 2007 as compared to 2006.

     Due to current  market  conditions  we expect  that we will  continue to be
aggressive  with media  advertising  in the near term,  with  increases in media
advertising  in the first  quarter of 2009 as compared  to the first  quarter of
2008.  Our future  spending on yellow  page,  media,  and  internet  advertising
expenditures will be driven in part by demand for our self-storage  spaces,  our
current occupancy levels, and the relative efficacy of each type of advertising.
Media  advertising  in  particular  can be  volatile  and  increase  or decrease
significantly in the short-term.

     Utility  expenses  increased  4.1% in 2008 as compared to 2007, and 2.3% in
2007 as compared to 2006.  We believe this  negative  impact is due to the rapid
increase in energy prices during the first nine months of 2008,  particularly in
our Texas and New York  markets.  The  recent  downward  trends in other  energy
prices and to the extent that such downward  trends are reflected in our utility
costs,  we experienced  some moderation in utility price increases in the fourth
quarter of 2008 relative to the same period in 2007. It is difficult to estimate
future utility cost levels  because  utility costs are dependent upon changes in
demand driven by weather and temperature,  as well as fuel prices, both of which
are volatile and not predictable.

     Insurance  expense  decreased  15.6%  in  2008 as  compared  to  2007,  and
increased  3.2% in 2007 as  compared  to 2006.  The  decline  in 2008  from 2007
reflects  significant  decreases in property insurance  resulting primarily from
the  softer  insurance  markets as lack of  hurricane  activity  and  additional
competition  from  insurance  providers has  benefited  us. We expect  insurance
expense to be down slightly in 2009 as compared to 2008.

     Telephone  reservation  center costs  remained  flat in 2008 as compared to
2007 after  increasing 6.3% from 2006 to 2007. We expect future increases in our
telephone reservation center to be based primarily upon general inflation.

                                       35



     The following  table  summarizes  selected  quarterly  financial  data with
respect to the Same Store Facilities:


                                               For the Quarter Ended
                     ----------------------------------------------------------------------
                         March 31           June 30        September 30         December 31        Entire Year
                      -----------          ---------       ------------         -----------        -----------
                             (Amounts in thousands, except for per square foot amount)

Total rental income:
                                                                                    
     2008             $   326,781          $ 335,412        $   344,033         $   333,080         $1,339,306
     2007             $   317,169          $ 325,144        $   336,117         $   327,885         $1,306,315
     2006             $   306,954          $ 317,425        $   326,277         $   317,932         $1,268,588

Total cost of operations (excluding depreciation and amortization expense):
     2008             $   115,347          $ 112,182        $   105,814         $    97,226         $  430,569
     2007             $   110,523          $ 110,480        $   106,668         $    98,557         $  426,228
     2006             $   110,557          $ 110,154        $   108,319         $   105,697         $  434,727

Property tax expense:
     2008             $    33,705          $  32,526        $    33,465         $    26,000         $  125,696
     2007             $    32,318          $  31,110        $    32,340         $    26,389         $  122,157
     2006             $    30,645          $  29,535        $    30,800         $    27,785         $  118,765

Media advertising expense:
     2008             $     6,366          $   9,148        $     1,998         $       874         $   18,386
     2007             $     4,820          $   7,589        $     4,044         $     2,622         $   19,075
     2006             $     4,345          $   2,988        $     1,349         $     5,776         $   14,458

Other advertising and promotion expense:
     2008             $     4,130          $   4,733        $     4,348         $     3,957         $   17,168
     2007             $     4,633          $   5,027        $     4,180         $     3,874         $   17,714
     2006             $     4,334          $   5,587        $     5,339         $     5,196         $   20,456

REVPAF:
     2008             $    11.45           $  11.75         $    12.04          $    11.66          $   11.72
     2007             $    11.12           $  11.40         $    11.77          $    11.50          $   11.45
     2006             $    10.76           $  11.12         $    11.42          $    11.14          $   11.11

Weighted average realized annual rent per occupied square foot:
     2008             $    12.89          $   12.92         $    13.30          $    13.28          $   13.10
     2007             $    12.52          $   12.54         $    13.06          $    13.03          $   12.79
     2006             $    12.20          $   12.36         $    12.74          $    12.60          $   12.47

Weighted average occupancy levels for the period:
     2008                 88.8%              91.0%               90.5%               87.8%             89.5%
     2007                 88.8%              90.9%               90.1%               88.3%             89.5%
     2006                 88.2%              90.0%               89.6%               88.4%             89.1%



                                       36





ANALYSIS OF REGIONAL TRENDS
---------------------------

     The  following   table  sets  forth  regional  trends  in  our  Same  Store
Facilities:


                                               Year Ended December 31,                 Year Ended December 31,
                                        --------------------------------------- --------------------------------------
                                           2008         2007         Change        2007         2006        Change
                                        ------------ ------------ ------------- ------------ ------------ ------------
                                                  (Amounts in thousands, except for weighted average data)
SAME STORE FACILITIES OPERATING
TRENDS BY REGION

Rental income:
                                                                                             
   Southern California
   (170 facilities).................    $   206,081  $   199,184       3.5%     $   199,184  $   193,008       3.2%
   Northern California
   (161 facilities).................        148,515      141,717       4.8%         141,717      135,670       4.5%
   Texas  (214 facilities)..........        128,699      123,839       3.9%         123,839      118,707       4.3%
   Florida  (171 facilities)........        127,132      129,723      (2.0)%        129,723      132,265      (1.9)%
   Illinois  (118 facilities).......         89,798       86,290       4.1%          86,290       82,379       4.7%
   Georgia  (82 facilities).........         48,225       48,032       0.4%          48,032       47,101       2.0%
   All other states  (873 facilities)       590,856      577,530       2.3%         577,530      559,458       3.2%
                                        -----------  -----------       ---      -----------  -----------       -----
Total rental income.................      1,339,306    1,306,315       2.5%       1,306,315    1,268,588       3.0%

Cost of operations before depreciation and amortization expense:
   Southern California..............         43,117       43,518      (0.9)%         43,518       45,174      (3.7)%
   Northern California..............         37,292       37,939      (1.7)%         37,939       38,138      (0.5)%
   Texas............................         50,025       49,282       1.5%          49,282       52,482      (6.1)%
   Florida..........................         43,775       43,131       1.5%          43,131       43,305      (0.4)%
   Illinois.........................         37,936       38,137      (0.5)%         38,137       37,263       2.3%
   Georgia..........................         16,082       15,713       2.3%          15,713       16,002      (1.8)%
   All other states.................        202,342      198,508       1.9%         198,508      202,363      (1.9)%
                                        -----------  -----------       ---      -----------  -----------      -----
Total cost of operations............        430,569      426,228       1.0%         426,228      434,727      (2.0)%

Net operating income before depreciation and amortization expense:
   Southern California..............        162,964      155,666       4.7%         155,666      147,834       5.3%
   Northern California..............        111,223      103,778       7.2%         103,778       97,532       6.4%
   Texas............................         78,674       74,557       5.5%          74,557       66,225      12.6%
   Florida..........................         83,357       86,592      (3.7)%         86,592       88,960      (2.7)%
   Illinois.........................         51,862       48,153       7.7%          48,153       45,116       6.7%
   Georgia..........................         32,143       32,319      (0.5)%         32,319       31,099       3.9%
   All other states.................        388,514      379,022       2.5%         379,022      357,095       6.1%
Total net operating income before
   depreciation and amortization        -----------  -----------       ---      -----------  -----------       -----
   expense..........................    $   908,737  $   880,087       3.3%     $   880,087  $   833,861       5.5%

Weighted average occupancy:
   Southern California..............         90.3%        90.2%        0.1%          90.2%        90.2%        0.0%
   Northern California..............         89.8%        89.1%        0.8%          89.1%        88.3%        0.9%
   Texas............................         90.5%        90.6%       (0.1)%         90.6%        89.1%        1.7%
   Florida..........................         89.1%        89.1%        0.0%          89.1%        91.7%       (2.8)%
   Illinois.........................         88.8%        88.3%        0.6%          88.3%        87.7%        0.7%
   Georgia..........................         88.7%        90.0%       (1.4)%         90.0%        90.9%       (1.0)%
   All other states.................         89.3%        89.4%       (0.1)%         89.4%        88.5%        1.0%
                                        -----------  -----------       ---      -----------  -----------       -----
Total weighted average occupancy....         89.5%        89.5%        0.0%          89.5%        89.1%        0.4%


                                       37







   SAME STORE FACILITIES OPERATING
   TRENDS BY REGION (CONTINUED)                 Year Ended December 31,                 Year Ended December 31,
                                       --------------------------------------- --------------------------------------
                                            2008         2007         Change       2007       2006 (a)       Change
                                       -----------  -----------       ------   -----------  -----------      ------
                                                   (Amounts in thousands, except for weighted average data)

Realized annual rent per occupied square foot:
                                                                                             
   Southern California..............     $    19.83   $    19.20        3.3%     $    19.20   $    18.52       3.7%
   Northern California..............          17.16        16.50        4.0%          16.50        16.03       2.9%
   Texas............................           9.91         9.51        4.2%           9.51         9.26       2.7%
   Florida..........................          12.88        13.20       (2.4)%         13.20        13.11       0.7%
   Illinois.........................          13.19        12.73        3.6%          12.73        12.23       4.1%
   Georgia..........................          10.07         9.89        1.8%           9.89         9.61       2.9%
   All other states.................          12.11        11.83        2.4%          11.83        11.61       1.9%
                                         ----------   ----------        ----     ----------   ----------       ----
Total realized rent per square foot.     $    13.10   $    12.79        2.4%     $    12.79   $    12.47       2.6%
                                         ==========   ==========        ====     ==========   ==========      =====

REVPAF:
   Southern California..............     $    17.91   $    17.32        3.4%    $    17.32   $    16.70        3.7%
   Northern California..............          15.40        14.70        4.8%         14.70        14.15        3.9%
   Texas............................           8.96         8.62        3.9%          8.62         8.25        4.5%
   Florida..........................          11.48        11.76       (2.4)%        11.76        12.02       (2.2)%
   Illinois.........................          11.71        11.24        4.2%         11.24        10.72        4.9%
   Georgia..........................           8.93         8.90        0.3%          8.90         8.74        1.8%
   All other states.................          10.81        10.58        2.2%         10.58        10.27        3.0%
                                         ----------   ----------        ----     ----------   ---------        ----
Total REVPAF........................     $    11.72   $    11.45        2.4%    $    11.45   $    11.11        3.1%
                                         ==========   ==========        ====     ==========   ==========      =====



     We believe  that our  geographic  diversification  and scale  provide  some
insulation from localized  economic effects and add to the stability of our cash
flows.  However,  it is  difficult  to predict  localized  trends in  short-term
self-storage  demand and operating  results.  Accordingly,  the discussion below
primarily  focuses on the long-term  characteristics  of our markets rather than
the short-term impacts of current economic trends,  notwithstanding,  we believe
that each market has been negatively impacted to some degree by general economic
trends.

     The Southern  California  Market  consists  principally  of the greater Los
Angeles area and San Diego, and has historically  been a source of strong growth
due to its  diverse  economy  and  continued  population  growth.  In  addition,
barriers  to entry  in the form of  difficult  permitting  requirements  tend to
reduce the potential for increased  competition in the infill locations where we
focus our operations.

     The Northern  California  market consists  principally of San Francisco and
related peripheral submarkets/cities.  While this area has a vibrant economy and
relatively strong population growth, it has been subject to periodic  turbulence
in general  economic  conditions,  particularly  associated  with the technology
sector.

     The Texas  market  principally  includes  Dallas,  Houston,  Austin and San
Antonio.  This market has historically been subject to volatility due to minimal
regulatory restraint upon building,  which results in cycles of overbuilding and
absorption.

     The Florida market  principally  includes Miami,  Orlando,  Tampa, and West
Palm Beach.  Florida has suffered  negative  growth trends in 2007 and 2008, and
has been one of our weakest markets.  We believe that the absence of hurricanes,
which created unusual demand following the hurricanes and the rebuilding period,
has adversely impacted growth in Florida.  In addition,  the Florida economy has
underperformed  the U.S. economy for the past two years. We believe that Florida
will continue to experience negative operating trends at least in the near-term.

                                       38




     OTHER FACILITIES
     ----------------

     In addition to the Same Store  facilities,  at December 31, 2008, we had an
additional  205  facilities.   These  facilities   include   recently   acquired
facilities,  recently  developed  facilities and  facilities  that were recently
expanded by adding  additional  storage units. In general,  these facilities are
not stabilized  with respect to occupancies or rental rates.  As a result of the
fill-up  process  and  timing  of when  the  facilities  were  put  into  place,
year-over-year changes can be significant.

     The  following  table  summarizes  operating  data  with  respect  to these
facilities:


OTHER FACILITIES                                              Year Ended December 31,                 Year Ended December 31,
                                                      -----------------------------------     -------------------------------------
                                                          2008         2007        Change         2007         2006       Change
                                                      -----------  ----------    ----------   -----------  ----------    ---------
                                                                 (Dollar amounts in thousands, except square foot amounts)

Rental income:
                                                                                                       
   Newly acquired or developed facilities placed into service:
      During 2008................................      $    2,628   $       -     $    2,628   $        -   $       -    $        -
      During 2007................................           6,586       2,334          4,252        2,334           -         2,334
      During 2004, 2005, and 2006 (a)............          87,520      78,342          9,178       78,342      34,639        43,703
   Expansion facilities..........................          90,537      82,956          7,581       82,956      76,513         6,443
                                                       -----------  ----------    ----------   -----------  ----------    ---------
   Total rental income...........................         187,271     163,632         23,639      163,632     111,152        52,480
                                                       -----------  ----------    ----------   -----------  ----------    ---------

Cost of operations before depreciation and amortization expense:
   Newly acquired or developed facilities placed into service:
      During 2008................................      $     1,041  $        -    $    1,041   $         -  $        -    $       -
      During 2007................................            2,962       1,351         1,611         1,351           -        1,351
      During 2004, 2005, and 2006 (a)............           30,880      31,358          (478)       31,358      15,326       16,032
   Expansion facilities..........................           29,970      29,601           369        29,601      27,070        2,531
                                                       -----------  ----------    ----------   -----------  ----------    ---------
   Total cost of operations......................           64,853      62,310         2,543        62,310      42,396       19,914
                                                       -----------  ----------    ----------   -----------  ----------    ---------

Net operating income before depreciation and
    amortization expense:
   Newly acquired or developed facilities placed into service:
      During 2008................................      $     1,587  $        -    $    1,587   $         -  $        -    $       -
      During 2007................................            3,624         983         2,641           983           -          983
      During 2004, 2005, and 2006 (a)............           56,640      46,984         9,656        46,984      19,313       27,671
   Expansion facilities..........................           60,567      53,355         7,212        53,355      49,443        3,912
                                                       -----------  ----------    ----------   -----------  ----------    ---------
   Total net operating income before depreciation
   and   amortization expense (b) ...............          122,418     101,322        21,096       101,322      68,756       32,566
Depreciation and amortization expense............          (68,742)    (87,596)       18,854       (87,596)    (47,103)     (40,493)
                                                       -----------  ----------    ----------   -----------  ----------    ---------
   Net operating income..........................      $    53,676  $   13,726    $   39,950   $    13,726  $   21,653    $  (7,927)
                                                       ===========  ==========    ==========   ===========  ==========    =========

Weighted average square foot occupancy during the
period:
   Newly acquired or developed facilities placed into service:
      During 2008................................           76.1%         -             -            -            -            -
      During 2007................................           72.0%        57.0%         26.3%        57.0%         -            -
      During 2004, 2005, and 2006 (a)............           87.1%        81.1%          7.4%        81.1%        73.0%        11.1%
   Expansion facilities..........................           83.6%        81.1%          3.1%        81.1%        78.6%         3.2%
                                                       -----------  ----------    ----------   -----------  ----------    ---------
                                                            84.6%        80.5%          5.1%        80.5%        75.8%         6.2%
                                                       ===========  ==========    ==========   ===========  ==========    =========


                                       39




OTHER FACILITIES                                              Year Ended December 31,                 Year Ended December 31,
                                                       -----------------------------------     -------------------------------------
                                                          2008        2007         Change         2007        2006         Change
                                                       -----------  ----------    ----------   -----------  ----------    ---------


Weighted average realized annual rent per occupied
square foot for the period (c):
                                                                                                           
   Newly acquired or developed facilities placed into service:
      During 2008................................      $    11.80   $     -            -       $     -      $     -           -
      During 2007................................           12.81        14.57      (12.1)%         14.57         -           -
      During 2004, 2005, and 2006 (a)............           12.34        11.79         4.7%         11.79        12.41       (5.0)%
   Expansion facilities..........................           12.14        11.95         1.6%         11.95        13.21       (9.5)%
                                                       -----------  ----------    ----------   -----------  ----------    ---------
                                                       $    12.25   $    11.91         2.9%    $    11.91   $    12.83       (7.2)%
                                                       ===========  ==========    ==========   ===========  ==========    =========
At December 31:
    Number of Facilities:
      Newly acquired or developed facilities placed into service:
           During 2008...........................              9            -            9             -            -            -
           During 2007...........................             10           10            -            10            -           10
           During 2004, 2005, and 2006 (a).......             95           95            -            95          101           (6)
      Expansion facilities.......................             91           91            -            91           92           (1)
                                                       -----------  ----------    ----------   -----------  ----------    ---------
                                                             205          196            9           196          193            3
                                                       ===========  ==========    ==========   ===========  ==========    =========
    Net rentable square feet (in thousands): Newly acquired or developed
      facilities placed into service:
           During 2008...........................            658            -          658             -            -            -
           During 2007...........................            679          679            -           679            -          679
           During 2004, 2005, and 2006 (a).......          7,256        7,215           41         7,215        7,530         (315)
      Expansion facilities.......................          7,999        7,536          463         7,536        7,075          461
                                                       -----------  ----------    ----------   -----------  ----------    ---------
                                                          16,592       15,430        1,162        15,430       14,605          825
                                                       ===========  ==========    ==========   ===========  ==========    =========


(a)  Includes 66  unstabilized  facilities  which we  acquired  in the  Shurgard
     Merger  (not  including  those  owned by  Shurgard  Europe),  along with 29
     facilities that were otherwise acquired or developed.

(b)  Total net operating income before depreciation and amortization or "NOI" is
     a non-GAAP  (generally accepted  accounting  principles)  financial measure
     that excludes the impact of depreciation and amortization  expense, for our
     self-storage  facilities  represents  a portion  of our total  self-storage
     segment's  net  operating  income  before   depreciation  and  amortization
     expense,  and is denoted  in the table  "self-storage  operations  summary"
     above. A reconciliation of our total  self-storage  segment's net operating
     income before  depreciation  and  amortization  expense to consolidated net
     income  is  included  in  Note 11 to our  December  31,  2008  consolidated
     financial  statements,  "Segment  Information."  Although  depreciation and
     amortization  expense  are  operating  expenses,  we believe  that NOI is a
     meaningful  measure of  operating  performance,  because we utilize  NOI in
     making  decisions  with  respect to  capital  allocations,  in  determining
     current   property    values,    segment    performance,    and   comparing
     period-to-period  and  market-to-market  property operating results. NOI is
     not  a  substitute  for  net  operating   income  after   depreciation  and
     amortization in evaluating our operating results.

(c)  Realized rent per occupied  square foot for the  facilities put in place in
     2006 and 2007 varies significantly between the periods in 2007 and 2008 due
     to the timing of when the specific facilities were put in place.

     Rental income,  cost of  operations,  depreciation,  net operating  income,
weighted  average square foot  occupancies and realized rents per square foot in
the  table  above  represent  the  operating  results  following  the date  each
particular facility began to be included in our consolidated  operating results,
and in the case of acquired  facilities,  do not include any  operating  results
prior to our acquisition of these facilities.

     In 2008,  we  completed  two newly  developed  facilities  with 104,000 net
rentable  square  feet at a total  cost of  $13.4  million,  and  expansions  to
existing  real estate  facilities  (504,000  net  rentable  square  feet) for an

                                       40


aggregate cost of $46.6 million. At December 31, 2008, our development  pipeline
consists of five projects to expand our existing real estate facilities  located
in the U.S. by 189,000 net rentable  square feet at an  aggregate  cost of $27.1
million.  These  projects  are subject to various  contingencies,  but we expect
completion of these projects over the next year.

     In 2008, we acquired four facilities, in single property transactions,  and
we acquired  the  remaining  interests  that we did not own in three  facilities
previously  owned by the  Unconsolidated  Entities.  The aggregate cost of these
facilities was approximately $56.0 million,  comprised of $43.6 million in cash,
$10.3 million in assumed debt and existing investments with a book value of $2.1
million.  These  facilities  contain  in  aggregate  approximately  554,000  net
rentable square feet, and are located in California, Nevada, and Georgia.

     In 2007, we acquired seven facilities, in single property transactions, for
an  aggregate  cost  of  $72,787,000.  These  facilities  contain  in  aggregate
approximately  511,000 net rentable  square feet,  with one facility  located in
Hawaii and the remainder in California. In addition, we completed development of
three facilities with aggregate square footage of approximately 168,000 and cost
of $16,051,000.

     We believe our presence in and knowledge of substantially  all of the major
markets in the U.S.  enhances  our  ability to identify  attractive  acquisition
opportunities  and  capitalize  on the  overall  fragmentation  in  the  storage
industry.  Our acquisitions consist of facilities that have been operating for a
number of years as well as newly constructed facilities that were in the process
of filling up to stabilized  occupancy levels. In either case, we have been able
to leverage off of our operating  strategies and improve the occupancy levels of
the facilities,  or with respect to the newly developed  facilities we have been
able to accelerate the fill-up pace.

     We expect  that our  non-stabilized  facilities  will  continue  to provide
earnings growth during 2009 as these facilities continue to reach stabilization.
However,  our  non-stabilized  facilities  are subject to the same occupancy and
rate  pressures  that our  same-store  facilities  are facing as a result of the
recession,   and   accordingly  the  pace  at  which  these   facilities   reach
stabilization,  and  the  ultimate  level  of  cash  flows  to be  reached  upon
stabilization, may be negatively impacted.

     Our level of newly  developed  facilities,  and  starts to newly  developed
facilities, has declined significantly in the last few years due to increases in
construction  cost,  increases  in  competition  with retail,  condominium,  and
apartment operators for quality construction sites in urban locations,  and more
difficult  zoning and permitting  requirements,  which has reduced the number of
attractive  sites  available  for  development  and reduced our  development  of
facilities.  In addition,  we have further reduced our  development  pipeline in
late 2008 due to reduced self-storage demand and our belief that our capital can
be put to use in a more advantageous manner. It is unclear when these conditions
will improve.

                                       41




     ANCILLARY  OPERATIONS:  Ancillary operations include (i) the reinsurance of
policies  against  losses  to  goods  stored  by  tenants  in  our  self-storage
facilities,  (ii) retail  operations,  comprised of merchandise  sales and truck
rental  operations,  and (iii) other  ancillary  operations,  such as commercial
property  operations,  containerized  storage,  and management of facilities for
third parties and facilities owned by the Unconsolidated Enitites.

     The following table sets forth our ancillary operations:


                                                  Year Ended December 31,                    Year Ended December 31,
                                             ------------------------------------   -------------------------------------
                                                2008          2007       Change         2007           2006        Change
                                             -----------  ----------    --------    -----------    ----------     --------
                                                                         (Amounts in thousands)

Revenues:
                                                                                                
    Tenant reinsurance premiums (a).....     $    57,280  $   50,861    $  6,419    $    50,861    $   34,789     $ 16,072
    Merchandise sales (a)...............          28,244      29,344      (1,100)        29,344        24,470        4,874
    Truck rentals (a)...................           7,342      12,057      (4,715)        12,057        13,689       (1,632)
    Other ancillary operations (a)......          30,374      30,876        (502)        30,876        29,555        1,321
    Shurgard Europe merchandise and
      tenant insurance (b)..............           4,913      17,490     (12,577)        17,490         5,067       12,423
                                             -----------  ----------    --------    -----------    ----------     --------
       Total revenues...................         128,153     140,628     (12,475)       140,628       107,570       33,058
                                             -----------  ----------    --------    -----------    ----------     --------

Cost of operations:
    Tenant reinsurance (a)..............           6,734      15,879      (9,145)        15,879        13,799        2,080
    Merchandise sales (a)...............          21,863      24,925      (3,062)        24,925        22,002        2,923
    Truck rentals (a)...................          13,179      14,682      (1,503)        14,682        12,622        2,060
    Other ancillary operations (a)......          17,316      16,844         472         16,844        16,727          117
    Shurgard Europe merchandise and
      tenant insurance (b)..............           1,409       5,186      (3,777)         5,186         2,197        2,989
                                             -----------  ----------    --------    -----------    ----------     --------
       Total cost of operations.........          60,501      77,516     (17,015)        77,516        67,347       10,169
                                             -----------  ----------    --------    -----------    ----------     --------

Depreciation - Other ancillary operations (a):     3,564       3,296         268          3,296         3,189          107

Net income (loss):
    Tenant reinsurance premiums (a).....          50,546      34,982      15,564         34,982        20,990       13,992
    Merchandise sales (a)...............           6,381       4,419       1,962          4,419         2,468        1,951
    Truck rentals (a)...................          (5,837)     (2,625)     (3,212)        (2,625)        1,067       (3,692)
    Other ancillary operations (a)......           9,494      10,736      (1,242)        10,736         9,639        1,097
    Shurgard Europe merchandise and
      tenant insurance (b)..............           3,504      12,304      (8,800)        12,304         2,870        9,434
                                             -----------  ----------    --------    -----------    ----------     --------
       Total net income.................     $    64,088  $   59,816    $  4,272    $    59,816    $   37,034     $ 22,782
                                             ===========  ==========    ========    ===========    ==========     ========

(a)  Revenues  and  expenses  for these items are a component  of our  Ancillary
     segment,  as described  in Note 11 to our  December  31, 2008  consolidated
     financial statements.

(b)  Shurgard  Europe's  merchandise  and  tenant  insurance  operations  are  a
     component of the Shurgard  Europe  segment,  as described in Note 11 to our
     December 31, 2008 consolidated financial statements.

     Tenant  reinsurance  operations:  We reinsure  policies  offered  through a
non-affiliated  insurance  company  against  losses to goods  stored by tenants,
primarily in our domestic self-storage  facilities.  The revenues that we record
are based upon premiums,  which are originally  paid by the customer,  which are
then paid to us by the broker in accordance with our  reinsurance  arrangements.
Cost of operations  primarily  includes  claims paid that are not covered by our
outside third-party insurers, as well as claims adjusting expenses.

     The  increase  in  tenant  reinsurance  revenues  over  the  past  year was
attributable  to higher rates combined with an increase in the percentage of our
existing  tenants  retaining  such  policies.  Approximately  53% and 48% of our
tenants  had such  policies at December  31,  2008 and 2007,  respectively.  The
significant  increase in tenant  reinsurance  operations  in 2007 as compared to
2006 is due primarily to the increase in properties associated with the Shurgard
Merger.

     The future level of tenant  reinsurance  revenues is largely dependent upon
the number of new tenants electing to purchase  policies,  the level of premiums
charged  for  such   insurance,   and  the  number  of  tenants  that   continue
participating  in the  insurance  program.  Future  cost of  operations  will be
dependent  primarily upon the level of losses  incurred,  including the level of
catastrophic  events, such as hurricanes,  that occur and affect our properties.

                                       42


During the year ended  December 31, 2008,  we reduced our cost of  operations by
$5.8  million  due  to  a  change  in   accounting   estimate  with  respect  to
circumstances prior to 2008.

     Merchandise sales and truck rental  operations:  We sell locks,  boxes, and
packing supplies,  rent on-site trucks, and act as an agent for a national truck
rental company to provide their rental trucks to our customers. These activities
are  conducted  at the  self-storage  facilities  that  we  operate,  and  exist
primarily  to support  and  strengthen  our  existing  self-storage  business by
providing our tenants with goods and services that they need in connection  with
moving and storing their goods.

     The primary factor impacting the level of operations of these activities is
the level of customer  traffic at our  self-storage  facilities,  including  the
level of move-ins. The volume of retail operations has declined primarily due to
reduced  trucking  revenues,  reflective  of the general  slow-down in the truck
rental business.

     Other ancillary  businesses:  We operate  additional  ancillary  businesses
which are largely  independent of the revenue stream from our core  self-storage
operations. These business include (i) our containerized storage business, which
rents storage  containers to customers for storage in central  warehouses,  (ii)
commercial  facilities,  primarily small storefronts and office space located on
or near our existing  self-storage  facilities that are rented to third parties,
and (iii) the  management  of  self-storage  facilities  utilizing  our existing
management   infrastructure,   to  third   party   owners  as  well  as  to  the
Unconsolidated  Entities.  These businesses have remained  largely  unchanged in
scope during the three years ended  December 31, 2008,  and we do not expect any
significant   increases  in  revenues  or  profitability  from  these  ancillary
businesses.

     EQUITY IN EARNINGS OF REAL ESTATE ENTITIES: In addition to our ownership of
equity  interests  in PSB  and  Shurgard  Europe,  we had  general  and  limited
partnership  interests in five limited  partnerships at December 31, 2008 Due to
our limited ownership interest and limited control of these entities,  we do not
consolidate the accounts of these entities for financial reporting purposes, and
account for such investments using the equity method.

     Equity in  earnings  of real  estate  entities  for the three  years  ended
December 31, 2008, consists of our pro-rata share of the Unconsolidated Entities
based upon our ownership interest for the period. The following table sets forth
the  significant  components  of equity in  earnings  of real  estate  entities.
Amounts  with  respect  to PSB,  Shurgard  Europe,  and Other  Investments,  are
included  in  our  Ancillary,   Shurgard  Europe,  and  Self-Storage   segments,
respectively,  as described  in Note 11 to our  December  31, 2008  consolidated
financial statements.


HISTORICAL SUMMARY:                                  Year Ended December 31,                    Year Ended December 31,
-------------------                           -----------------------------------        ----------------------------------
                                                 2008         2007       Change           2007         2006        Change
                                              ---------     ---------   ---------        ---------    ---------    ---------
                                                                           (Amounts in thousands)

Property operations:
                                                                                                 
  PSB                                         $  89,067     $  82,279   $   6,788        $  82,279    $  73,850    $   8,429
  Shurgard Europe........................        38,785             -      38,785                -            -            -
  Other Investments......................         4,626         4,878        (252)           4,878        3,256        1,622
                                              ---------     ---------   ---------        ---------    ---------    ---------
                                                132,478        87,157      45,321           87,157       77,106       10,051
                                              ---------     ---------   ---------        ---------    ---------    ---------
Depreciation:
  PSB....................................       (45,422)      (43,316)     (2,106)         (43,316)     (37,919)      (5,397)
  Shurgard Europe .......................       (27,578)            -     (27,578)               -            -            -
  Other Investments......................        (1,918)       (1,991)         73           (1,991)        (971)      (1,020)
                                              ---------     ---------   ---------        ---------    ---------    ---------
                                                (74,918)      (45,307)    (29,611)         (45,307)     (38,890)      (6,417)
                                              ---------     ---------   ---------        ---------    ---------    ---------
Other: (1)
  PSB ...................................       (29,320)      (28,461)       (859)         (28,461)     (26,167)      (2,294)
  Shurgard Europe........................        (7,073)            -      (7,073)               -            -            -
  Other Investments .....................          (776)         (651)       (125)            (651)        (154)        (497)
                                              ---------     ---------   ---------        ---------    ---------    ---------
                                                (37,169)      (29,112)     (8,057)         (29,112)     (26,321)      (2,791)
                                              ---------     ---------   ---------        ---------    ---------    ---------

Total equity in earnings of real estate entities:
  PSB....................................        14,325        10,502       3,823           10,502        9,764          738
  Shurgard Europe .......................         4,134             -       4,134                -            -            -
  Other Investments .....................         1,932         2,236        (304)           2,236        2,131          105
                                              ---------     ---------   ---------        ---------    ---------    ---------
                                              $  20,391     $  12,738   $   7,653        $  12,738    $  11,895    $     843
                                              =========     =========   =========        =========    =========    =========

(1) "Other" reflects our share of general and administrative  expense,  interest
expense,  interest  income,  our pro-rata  share of gains on sale of real estate
assets, and other  non-property;  non-depreciation  related operating results of
these entities.
                                       43



     Investment in PSB
     -----------------

     Throughout  each of the years ended  December 31, 2008,  2007 and 2006,  we
owned 5,418,273 common shares and 7,305,355  operating  partnership units (units
which are convertible into common shares on a one-for-one  basis) in PS Business
Parks,  Inc.,  a public  REIT  (NYSE:  PSB).  Our  percentage  ownership  of PSB
increased in 2008 as PSB  repurchased a portion of its common stock. At December
31,  2008,  PSB owned and  operated  19.6  million net  rentable  square feet of
commercial  space located in eight  states.  PSB also manages  commercial  space
owned by the Company and  affiliated  entities at December 31, 2008  pursuant to
property management agreements.

     Our future  equity  income from PSB will be dependent  entirely  upon PSB's
operating results.  Our investment in PSB provides us with some  diversification
into another asset type. We have no plans of disposing of our investment in PSB.
PSB's filings and selected  financial  information  can be accessed  through the
Securities and Exchange Commission, and on its website, www.psbusinessparks.com.

     Investment in Shurgard Europe
     -----------------------------

     As  described in Note 3 to our  December  31, 2008  consolidated  financial
statements,  due to the  disposition of a 51% interest in Shurgard  Europe,  our
pro-rata share of the operating  results of Shurgard Europe after March 31, 2008
is included in "equity in earnings of real estate entities."  Included in Note 5
to our December 31, 2008 consolidated financial statements is selected financial
data for Shurgard Europe for the three years ended December 31, 2008.

     At December 31, 2008,  Shurgard Europe's operations comprise 180 facilities
with an aggregate of 9,534,000 net rentable square feet. The portfolio  consists
of 108 wholly owned  facilities and 72 facilities owned by the two joint venture
partnerships, in which Shurgard Europe has a 20% equity interest.

     For the period  following the  deconsolidation  of Shurgard Europe on March
31, 2008, our equity in earnings of Shurgard Europe, for the year ended December
31,  2008  totaling  $4,134,000  is  comprised  of  (i) a loss  of  $13,640,000,
representing  our 49% equity  share of Shurgard  Europe's  $27,836,000  net loss
since March 31, 2008,  (ii) income of  $17,161,000  and $613,000,  respectively,
representing  our pro-rata  share of the interest  income and trademark  license
fees received from Shurgard  Europe during the year ended December 31, 2008 (our
pro-rata  share of such amounts  received are presented as equity in earnings of
real estate entities  rather than interest and other income).  Our future equity
income will be dependent upon the future operating results of Shurgard Europe.

     In the year ended  December 31, 2008,  we also  recognized  $17,859,000  in
interest  income on our note  receivable  from  Shurgard  Europe and $637,000 in
trademark license income, for periods following the  deconsolidation of Shurgard
Europe on March 31, 2008  through  December 31,  2008,  representing  51% of the
aggregate amounts paid to us by Shurgard Europe.  See Note 5 to our December 31,
2008  consolidated  financial  statements,  "Investment in Shurgard  Europe" for
further  analysis of the  presentation  of our equity  earnings and interest and
other income from Shurgard Europe.

     In evaluating the  operations of Shurgard  Europe,  management  reviews the
operating  results of 96  facilities,  all of which are wholly owned by Shurgard
Europe,  which have been operated on a stabilized basis by Shurgard Europe since
January 1, 2006.  The  operating  data  presented in the table below reflect the
historical  data through August 22, 2006, the period for which the 96 facilities
were  operated by Shurgard,  combined with the  historical  data from August 23,
2006 through March 31, 2008, the period operated under Public Storage,  and from
April 1, 2008 through December 31, 2008, the period operated by Shurgard Europe.
In addition,  the  operating  data  presented in the table below with respect to
these facilities is reflected  utilizing the average exchange rates for the year
ended  December 31, 2008 for the same periods in 2007 and 2006,  rather than the
respective  exchange  rates in effect for each  period.  We present this data on
such a "constant exchange rate" basis because we believe it allows comparability
of the various  periods,  and  isolates  the impact of  exchange  rates from the
underlying  trends in revenues  and cost of  operations.  As a result,  the data
presented below does not reflect the actual results  included in our operations,
or the  operations of Shurgard  Europe,  for the years ended  December 31, 2008,
2007 and 2006.
                                       44




SELECTED OPERATING DATA FOR THE 96 FACILITIES OPERATED
BY SHURGARD EUROPE ON A STABILIZED BASIS SINCE JANUARY
1, 2006 ("EUROPE SAME STORE FACILITIES"):                  Year Ended December 31,                   Year Ended December 31,
                                                     ------------------------------------      -------------------------------------
                                                                                Percentage                                Percentage
                                                       2008          2007         Change          2007          2006         Change
                                                     -----------   -----------   --------      ----------    ----------   ---------
                                                              (Dollar amounts in thousands, except weighted average data,
                                                                         utilizing constant exchange rates) (a)

Revenues:
                                                                                                             
    Rental income.................................    $   133,924   $   131,876       1.6%      $  131,876    $  120,642       9.3%
    Late charges and administrative fees collected          2,278         1,335      70.6%           1,335         1,180      13.1%
                                                      -----------   -----------       ----      ----------    ----------      -----
    Total revenues (b)............................        136,202       133,211       2.2%         133,211       121,822       9.3%

Cost of operations (excluding depreciation and amortization expense):
    Property taxes ...............................          6,085         5,851       4.0%           5,851         5,449       7.4%
    Direct property payroll.......................         15,474        15,739      (1.7)%         15,739        17,420      (9.6)%
    Advertising and promotion.....................          4,109         4,327      (5.0)%          4,327         6,219     (30.4)%
    Utilities.....................................          3,194         3,126       2.2%           3,126         3,403      (8.1)%
    Repairs and maintenance.......................          3,659         3,510       4.2%           3,510         3,755      (6.5)%
    Property insurance............................            845         1,274     (33.7)%          1,274         1,624     (21.6)%
    Other costs of management.....................         18,584        19,807      (6.2)%         19,807        17,970      10.2%
                                                      -----------   -----------       ----      ----------    ----------      -----
  Total cost of operations (b)....................         51,950        53,634      (3.1)%         53,634        55,840      (4.0)%
                                                      -----------   -----------       ----      ----------    ----------      -----

   Net operating income (excluding depreciation and
   amortization expense) (c)......................    $    84,252   $    79,577       5.9%      $   79,577    $   65,982       20.6%
                                                      ===========   ===========       ====      ==========    ==========       =====

Gross margin (before depreciation and amortization
expense)..........................................          61.9%         59.7%       3.7%           59.7%         54.2%      10.1%
Weighted average for the period:
  Square foot occupancy (d).......................          86.5%         89.8%      (3.7)%          89.8%         85.2%       5.4%
  Realized annual rent per occupied square foot (e)        $29.29        $27.78       5.4%          $27.78        $26.79       3.7%
  REVPAF (f) (g)..................................         $25.34        $24.95       1.6%          $24.95        $22.82       9.3%

Weighted average at December 31:
  Square foot occupancy...........................          84.3%         89.0%      (5.3)%          89.0%         89.1%      (0.1)%
  In place annual rent per occupied square foot (h)        $27.41        $26.72       2.6%          $26.72        $24.95       7.1%
Total net rentable square feet (in thousands).....          5,286         5,286        -             5,286         5,286       -


(a)  The majority of Shurgard Europe's  operations are denominated in Euros. For
     comparative  purposes,  amounts for 2006,  2007 and 2008 are  translated at
     constant  exchange rates  representing  the average  exchange rates for the
     year ended  December 31, 2008.  The average  exchange rate for the Euro was
     approximately  1.4698 during the year ended  December 31, 2008. The amounts
     that  are  included  in  our  December  31,  2008  consolidated   financial
     statements are based upon the actual exchange rate for each period.

(b)  Revenues  and cost of  operations  do not include  ancillary  revenues  and
     expenses generated at the facilities with respect to tenant reinsurance and
     retail sales.  "Other costs of  management"  included in cost of operations
     principally represents all the indirect costs incurred in the operations of
     the facilities.  Indirect costs principally  include  supervisory costs and
     corporate overhead cost incurred to support the operating activities of the
     facilities.

(c)  Net operating income (excluding  depreciation and amortization  expense) or
     "NOI" is a non-GAAP (generally accepted  accounting  principles)  financial
     measure that excludes the impact of depreciation and amortization  expense.
     Although  depreciation and amortization are operating expenses,  we believe
     that NOI is a  meaningful  measure  of  operating  performance,  because we
     utilize NOI in making  decisions  with respect to capital  allocations,  in
     determining  current property values,  segment  performance,  and comparing
     period-to-period  and  market-to-market  property operating results. NOI is
     not  a  substitute  for  net  operating   income  after   depreciation  and
     amortization expense in evaluating our operating results.

(d)  Square foot occupancies  represent  weighted average  occupancy levels over
     the entire period.

(e)  Realized  annual rent per occupied  square foot is computed by  annualizing
     the result of  dividing  rental  income by the  weighted  average  occupied
     square  footage for the period.  Realized  annual rent per occupied  square
     foot takes into  consideration  promotional  discounts and other items that
     reduce rental income from the contractual amounts due.

(f)  Annualized  rental income per available  square foot ("REVPAF")  represents
     annualized  rental income  divided by total  available net rentable  square
     feet.
                                       45


(g)  Late charges and  administrative  fees are excluded from the computation of
     realized annual rent per occupied square foot and REVPAF because  exclusion
     of these amounts provides a better measure of our ongoing level of revenue,
     by  excluding  the   volatility  of  late  charges,   which  are  dependent
     principally upon the level of tenant delinquency,  and administrative fees,
     which are dependent  principally  upon the absolute level of move-ins for a
     period.

(h)  In place  annual  rent  per  occupied  square  foot  represents  annualized
     contractual   rents  per  occupied  square  foot  without   reductions  for
     promotional discounts, and excludes late charges and administrative fees.

     We have  recently  seen  softness in Shurgard  Europe's  operations,  as it
appears  to be  impacted  by the same  trends in  self-storage  demand  that our
domestic  facilities are facing,  but to a larger degree.  While  same-store NOI
growth was positive for the year ended December 31, 2008, occupancies as well as
rates  charged  to new  customers  are below that of 2007,  and NOI and  revenue
growth were negative in the fourth quarter of 2008. We expect continued declines
in  operating  results in 2009.  During  the last six  months of 2008,  Shurgard
Europe  terminated  plans  for  future   development  and  will  wind  down  its
development program as existing sites are completed in 2009.


     Other Investments
     -----------------

     The "Other Investments" at December 31, 2008 are comprised primarily of our
equity in earnings from entities that own 19  self-storage  facilities.  Amounts
included in the tables above also include our equity in earnings with respect to
three facilities  owned by the  Unconsolidated  Entities,  until we acquired the
remaining  interest we did not own in these entities  during 2008, and commenced
consolidating these facilities. Our future earnings with respect to the other 19
facilities  will be dependent upon the operating  results of the facilities that
these entities own. See Note 5 to our December 31, 2008  consolidated  financial
statements  for the operating  results of these 19  facilities  under the "Other
Investments."

OTHER INCOME AND EXPENSE ITEMS
--------------------------------------------------------------------------------

     INTEREST AND OTHER  INCOME:  Interest and other income was  $36,155,000  in
2008,  $11,417,000  in 2007,  and  $31,799,000  in 2006. The increase in 2008 as
compared to 2007 is  principally as a result of (i) higher average cash balances
invested in interest  bearing  accounts and (ii) interest income with respect to
notes receivable from Shurgard Europe (described below).

     On March 31, 2008,  we  completed a  transaction  whereby an  institutional
investor  acquired a 51% interest in Shurgard Europe (see Note 3 to our December
31,  2008   consolidated   financial   statements).   In  connection  with  this
transaction,   we  received  net  proceeds   totaling   $609.1   million   which
significantly  increased our average cash on-hand and resulting  interest income
throughout  2008, as compared to 2007. We have $680.7 million in cash on hand at
December 31, 2008 invested  primarily in money-market  funds, which earn nominal
rates of interest in the current  interest  rate  environment.  Future  interest
income will  depend upon the level of interest  rates and the timing of when the
cash on hand is ultimately invested.

     In addition,  as part of the  transaction,  we also have a loan  receivable
from Shurgard  Europe totaling $552.4 million as of December 31, 2008 that bears
interest at the rate of 7.5% per annum.  Interest  income  with  respect to this
loan receivable was approximately $35.0 million in 2008, however,  for financial
reporting  purposes,  51% of this amount ($17.2 million) is included in interest
and other income and the remainder was recorded as additional equity in earnings
for the year ended December 31, 2008. The level of interest  income  recorded in
connection  with the loan receivable from Shurgard Europe will be dependent upon
the balances due from  Shurgard  Europe as well as the exchange rate of the Euro
versus the U.S. Dollar.

     Interest  and  other  income  has  decreased  in 2007 as  compared  to 2006
principally  as a result of lower cash  balances  invested in  interest  bearing
accounts, offset by slightly higher interest rates.

     DEPRECIATION AND  AMORTIZATION:  Depreciation and amortization  expense was
$414,188,000,  $622,400,000  and  $437,555,000  for the years ended December 31,
2008, 2007 and 2006, respectively.

     The decrease in depreciation and  amortization  expense in 2008 as compared
to the same period in 2007 is due principally to a decline of $196,686,000  from
$247,844,000 in 2007 to $51,158,000 in 2008 in tenant intangible amortization,

                                       46



principally tenant intangibles acquired in the Shurgard Merger in 2006, that are
being amortized  relative to the expected future benefit of the tenants in place
to  each  period.  We  expect  minimal  amortization  expense  of  our  existing
intangibles in 2009, and future  intangible  amortization will be dependent upon
our future level of acquisition of facilities with existing tenants in place.

     Effective  March 31,  2008,  depreciation  and  amortization  ceased on the
facilities owned by Shurgard Europe,  which was  deconsolidated  effective March
31, 2008.  Included in our depreciation  and  amortization on Shurgard  Europe's
facilities  were  $21,871,000  for the three months  ended March 31,  2008.

     The increase in depreciation and  amortization  expense in 2007 as compared
to 2006 is also  due  primarily  to the  amortization  of  intangibles  acquired
primarily in the Shurgard Merger totaling  $247,844,000 in 2007 and $175,944,000
in 2006,  as well as  depreciation  of the  buildings  acquired in the  Shurgard
Merger, totaling approximately $142,800,000 in 2007 and $61,703,000 in 2006.

     GENERAL AND ADMINISTRATIVE EXPENSE:  General and administrative expense was
$62,809,000, $59,749,000, and $84,661,000 for the years ended December 31, 2008,
2007 and 2006  respectively.  General  and  administrative  expense  principally
consists of state income taxes,  investor relations expenses,  and corporate and
executive salaries.  In addition,  general and administrative  expenses includes
expenses that vary depending on our activity  levels in certain  areas,  such as
overhead  associated  with  the  acquisition  and  development  of  real  estate
facilities,   certain  expenses  related  to  capital  raising  and  merger  and
acquisition activities, litigation expenditures, employee severance, stock-based
compensation, and incentive compensation.

     General and  administrative  expense includes the following items that vary
depending upon our  activities:  a) costs and expenses  totaling  $5,300,000 and
$44,010,000, respectively, during 2007 and 2006, incurred in connection with the
integration of Shurgard and Public  Storage,  no such costs were incurred during
2008 b) $27,900,000 in additional incentive  compensation in 2008 related to the
disposition of an interest in Shurgard Europe, c) $9,600,000 in costs associated
with our  proposed  offering  of shares  in  Shurgard  Europe  during  2007,  d)
$2,000,000 in costs associated with reorganizing as a Maryland REIT during 2007,
and e) contract termination fees of $2,213,000 in 2006. Certain of these amounts
were  incurred by Shurgard  Europe and  included in our  consolidated  financial
statements.

     General and  administrative  expense  prior to March 31, 2008  includes the
ongoing  levels of general  and  administrative  expense  incurred  by  Shurgard
Europe. Following March 31, 2008 we record no further general and administrative
expense incurred by Shurgard Europe's operations.

     Restricted  stock  and  stock  option  expense  amounted  to  approximately
$12,591,000,  $8,511,000,  and $6,309,000 for the years ended December 31, 2008,
2007 and 2006, respectively.

     INTEREST  EXPENSE:  Interest  expense  was  $43,944,000,  $63,671,000,  and
$33,062,000 for the years ended December 31, 2008, 2007 and 2006,  respectively.
The  decrease  in  interest  expense in 2008 as  compared  to 2007 is due to the
deconsolidation of Shurgard Europe. The increases in interest expense in 2007 as
compared to 2006 are primarily due to $24,855,000  and  $58,656,000 for 2006 and
2007,  respectively,  in  interest  incurred  on the  notes  payable  and  other
obligations we assumed in the Shurgard  Merger.  See also Note 6 to our December
31, 2008 consolidated  financial  statements for a schedule of our notes payable
balances, principal repayment requirements, and average interest rates.

     Capitalized interest expense totaled $1,998,000, $4,746,000, and $2,716,000
for the  years  ended  December  31,  2008,  2007  and  2006,  respectively,  in
connection with our development activities.

     Included in our  consolidated  financial  statements  is  interest  expense
incurred by Shurgard  Europe of $6,597,000,  $22,242,000 and $13,109,000 for the
years  ended  December  31,  2008,  2007 and  2006,  respectively,  relative  to
third-party  debt  (excluding  the debt  payable  to Public  Storage).  Interest
expense  incurred by Shurgard Europe after March 31, 2008 is no longer reflected
in our financial statements.

                                       47


     On February 12, 2009, in  connection  with a tender  offering,  we acquired
approximately  $110 million face amount of our senior  unsecured notes for cash.
This acquisition will reduce annualized  interest expense by approximately  $6.6
million.

     GAIN ON DISPOSITION OF AN INTEREST IN SHURGARD  EUROPE:  On March 31, 2008,
an institutional  investor acquired a 51% interest in Shurgard European Holdings
LLC, a newly formed Delaware limited  liability  company and the holding company
for Shurgard Europe ("Shurgard Holdings").  In connection with this transaction,
we recorded a gain on  disposition of  $344,685,000  for the year ended December
31, 2008.  Public  Storage owns the  remaining  49% interest and is the managing
member of Shurgard  Holdings.  See Note 3 to our December 31, 2008  consolidated
financial  statements for further  information  regarding this transaction.

     GAIN (LOSS) ON DISPOSITION OF REAL ESTATE  INVESTMENTS:  During 2008, 2007,
and 2006 we recorded gains on sale of assets,  principally partial condemnations
and other disposals of real estate facilities, totaling $1,283,000,  $1,354,000,
and $2,177,000  respectively.  During 2008, we recorded a loss on disposition of
an equity  investment in the Real Estate Entities  totaling  $9,423,000.  Future
gains or losses  will be  dependent  upon such  partial  condemnations,  and are
expected to be minimal.  In 2007,  we sold an  approximately  0.6% common equity
interest  in  Shurgard  Europe  to  various  officers  of the  Company  (the "PS
Officers"),  other than our chief executive  officer.  The aggregate sales price
was $4,909,000  and was based upon the pro rata net asset value computed  using,
among  other  sources,  information  provided  by  an  independent  third  party
appraisal  firm of the net asset value of Shurgard  Europe as of March 31, 2007.
In  connection  with the sale,  we recorded a gain of  $1,194,000  during  2007,
representing  the  excess  of the  sales  proceeds  over the  book  value of the
interests sold.

     CASUALTY GAIN OR LOSS: During 2008, we recorded casualty losses of $525,000
due to damage caused by hurricanes  comprised of $250,000 in impairment  charges
to our  facilities  and $275,000 in other  expenses.  During 2007, we recorded a
casualty gain totaling  $2,665,000,  representing  the realization of contingent
proceeds relating to hurricanes which occurred in 2005.

     FOREIGN  EXCHANGE  GAIN  (LOSS):  At  December  31,  2008,  we  had a  loan
receivable from Shurgard  Europe of  approximately  (euro)391.9  million ($552.4
million).  We expect Shurgard  Europe to repay the loan in the near term.  These
amounts are  denominated  in Euros but have not been hedged.  The amount of U.S.
Dollars that will be received on repayment  will depend upon the exchange  rates
at the time.  Based upon the change in  estimated  U.S.  Dollars to be  received
caused by fluctuation in currency rates during the year ended December 31, 2008,
we recorded foreign currency  translation losses of $25,362,000,  as compared to
foreign currency translation gains of $58,444,000, and $4,262,000, for the years
ended December 31, 2007 and 2006,  respectively.  The U.S.  Dollar exchange rate
relative to the Euro was approximately  1.409, 1.472, 1.319 at December 31 2008,
2007 and 2006, respectively.

     Future foreign  exchange  gains or losses will be dependent  primarily upon
the  movement  of the Euro  relative  to the U.S.  Dollar,  the amount owed from
Shurgard Europe and our continued expectation with respect to repaying the loan.
Based upon a closing  exchange rate of the U.S.  Dollar  relative to the Euro of
1.281 on February 26, 2009, we would record an additional  foreign exchange rate
loss totaling $50,163,000 thus far in the quarter ending March 31, 2009.

     MINORITY  INTEREST IN INCOME:  Minority  interest in income  represents the
income allocable to equity interests in the Consolidated Entities, which are not
owned by the Company. The following table summarizes minority interest in income
for each of the three years ended December 31, 2008:

                                       48




                                                         Year Ended December 31                       Year Ended December 31,
                                                    ------------------------------------       ------------------------------------
                                                      2008           2007       Change           2007           2006       Change
                                                    ---------     ---------    ---------       ---------     ---------    ---------
                                                                                   (Amounts in thousands)


                                                                                                        
Preferred partnership interests..............       $  21,612     $  21,612    $       -       $  21,612     $  19,055    $   2,557
European Joint Ventures (a)..................          (2,142)       (9,389)       7,247          (9,389)       (3,631)      (5,758)
Other minority interests (b).................          19,226        17,320        1,906          17,320        16,459          861
                                                    ---------     ---------    ---------       ---------     ---------    ---------
    Total minority interests in income.......       $  38,696     $  29,543    $   9,153       $  29,543     $  31,883    $  (2,340)
                                                    =========     =========    =========       =========     =========    =========



(a)  These amounts reflect income allocated to minority  interests from entities
     we  acquired  in the  Shurgard  Merger.  These  interests  include  the 80%
     partner's  interests in the European  joint  ventures,  First  Shurgard and
     Second  Shurgard.  Included in minority  interest in income is  $3,184,000,
     $11,513,000  and  $3,013,000  in  depreciation  expense for the years ended
     December 31, 2008, 2007 and 2006, respectively.

(b)  The other minority  interests include  depreciation  expense of $1,636,000,
     $2,545,000,  and $1,471,000 for the years ended December 31, 2008, 2007 and
     2006, respectively.

     Future  minority  interest  after  March 31,  2008  will no longer  include
minority  interest for the European Joint Ventures,  because Shurgard Europe was
deconsolidated effective March 31, 2008.

     The level of income allocated to the Other Minority Interests in the future
is dependent  upon the operating  results of the storage  facilities  that these
entities own, as well as any minority interests that the Company acquires in the
future.  These  facilities are largely  stabilized  facilities,  and accordingly
growth should be relatively consistent with same-store growth.

LIQUIDITY AND CAPITAL RESOURCES
--------------------------------------------------------------------------------

     We have $680.7  million of cash on hand at December 31,  2008,  and believe
that these funds,  together with our  internally  generated net cash provided by
operating  activities  and cash on hand will continue to be sufficient to enable
us  to  meet  our  operating  expenses,   capital  improvements,   debt  service
requirements  and  distributions   requirements  to  our  shareholders  for  the
foreseeable future.

     Operating as a REIT,  our ability to retain cash flow for  reinvestment  is
restricted.  In order for us to maintain our REIT status, a substantial  portion
of  our  operating  cash  flow  must  be  used  to  make  distributions  to  our
shareholders (see "REQUIREMENT TO PAY DISTRIBUTIONS"  below).  However,  despite
the  significant  distribution  requirements,  we have  been  able to  retain  a
significant  amount of our operating cash flow. The following  table  summarizes
our  ability  to  fund   distributions  to  the  minority   interests,   capital
improvements to maintain our facilities,  and  distributions to our shareholders
through the use of cash provided by operating  activities.  The  remaining  cash
flow  generated  is  available to make both  scheduled  and  optional  principal
payments on debt and for reinvestment.

                                       49







                                                                               For the Year Ended December 31,
                                                                         --------------------------------------------
                                                                             2008             2007            2006
                                                                         -----------       -----------    -----------
                                                                                      (Amount in thousands)

                                                                                                 
Net cash provided by operating activities (a).........................   $ 1,059,225       $ 1,027,605    $   753,140

Distribution requirements paid to preferred partnership interests.....       (21,612)          (21,612)       (19,055)
                                                                         -----------       -----------    -----------
Cash from operations allocable to our shareholders....................     1,037,613         1,005,993        734,085

Capital improvements to maintain our facilities.......................       (76,311)          (69,102)       (79,326)
                                                                         -----------       -----------    -----------
Remaining operating cash flow available for distributions to our
   shareholders.......................................................       961,302           936,891        654,759

Distributions paid:
   Preferred share dividends..........................................      (239,721)         (236,757)      (214,218)
   Equity Shares, Series A dividends..................................       (21,199)          (21,424)       (21,424)
   Common shareholders ($2.00 per share for each of 2007 and 2006,
   $2.20 per share regular dividend and $0.60 special dividend in 2008)     (472,756)         (340,002)      (298,219)
                                                                         -----------       -----------    -----------
Cash from operations available for principal payments on debt and
   reinvestment (b)...................................................   $   227,626       $   338,708    $   120,898
                                                                         ===========       ===========    ===========


(a)  Represents net cash provided by operating  activities  for each  respective
     year as presented in our December 31, 2008 Consolidated  Statements of Cash
     Flows.

(b)  Cash  from  operations   available  for  principal  payments  on  debt  and
     reinvestment  is  not a  substitute  for  cash  flows  from  operations  in
     evaluating  our  liquidity,  ability  to  repay  our  debt,  or to meet our
     distribution requirements.

     Cash  from  operations   available  for  principal  payments  on  debt  and
reinvestment decreased from $338.7 million in 2007 to $227.6 million in 2008 due
primarily to a special distribution paid in 2008 totaling $101.0 million related
to our disposition of a 51% interest in Shurgard Europe.

     Other sources of liquidity and capital resources include  unrestricted cash
on hand at December 31, 2008 totaling $680.7 million,  a $300 million  revolving
line of credit  and a loan  receivable  from  Shurgard  Europe  totaling  $552.4
million that matures on March 31, 2010. The line of credit expires in March 2012
and there were no outstanding borrowings on the line of credit at
March 2, 2009.

     Significant  requirements on our liquidity and capital  resources  include:
(i)  capital   improvements  to  maintain  our  facilities,   (ii)  distribution
requirements  to our  shareholders  to  maintain  our REIT  status,  (iii)  debt
service,  (iv)  acquisition and  development  commitments and (v) commitments to
provide  funding  to  Shurgard  Europe  for  certain   investing  and  financing
activities.

     CAPITAL   IMPROVEMENT   REQUIREMENTS:   During  2009,   we  have   budgeted
approximately $79 million for capital  improvements for our facilities.  Capital
improvements include major repairs or replacements to the facilities, which keep
the  facilities in good  operating  condition and maintain  their visual appeal.
Capital  improvements  do not  include  costs  relating  to the  development  or
expansion of  facilities.  During the year ended  December 31, 2008, we incurred
capital improvements of approximately $76.3 million.

     REQUIREMENT TO PAY DISTRIBUTIONS:  We have operated, and intend to continue
to  operate,  in such a manner as to qualify  as a REIT  under the Code,  but no
assurance can be given that we will at all times so qualify.  To the extent that
the Company  continues to qualify as a REIT, we will not be taxed,  with certain
limited  exceptions,  on the REIT  taxable  income  that is  distributed  to our
shareholders, provided that at least 90% of our taxable income is so distributed
to our  shareholders.  We  believe  we  have  satisfied  the  REIT  distribution
requirement since 1981.

     Aggregate  dividends paid during 2008 totaled $239.7 million to the holders
of our Cumulative Preferred Shares,  $472.8 million to the holders of our common
shares and $21.2 million to the holders of our Equity Shares, Series A. Although

                                       50


we have not finalized the  calculation  of our 2008 taxable  income,  we believe
that the  aggregate  dividends  paid in 2008 to our  shareholders  enable  us to
continue to meet our REIT distribution requirements.

     During 2008, we paid  distributions  totaling $21.6 million with respect to
our Preferred  Partnership  Units, and expect our 2009 distribution  requirement
based upon preferred  partnership  units outstanding at December 31, 2008, to be
approximately  $21.6  million.  In addition,  we estimate the 2009  distribution
requirements  with respect to our preferred  shares  outstanding at December 31,
2008, to be approximately $234.2 million, assuming no additional preferred share
issuances or redemptions during 2009.

     For  2009,  distributions  with  respect  to  the  common  shares  will  be
determined  based upon our REIT  distribution  requirements  after  taking  into
consideration  distributions to the preferred shareholders.  We anticipate that,
at a minimum,  quarterly  distributions  per common share for 2009 will be $0.55
per common  share.  For the first quarter of 2009, a quarterly  distribution  of
$0.55 per common share has been declared by our Board of Trustees.

     With  respect to the  depositary  shares  representing  the Equity  Shares,
Series A, we have no obligation to pay  distributions  if no  distributions  are
paid  to  the  common  shareholders.  To  the  extent  that  we  do  pay  common
distributions  in any year, the holders of the depositary  shares receive annual
distributions  equal to the lesser of (i) five times the per share  dividend  on
the common shares or (ii) $2.45. The depositary shares are  non-cumulative,  and
have  no  preference  over  our  Common  Shares  either  as to  dividends  or in
liquidation.

     DEBT SERVICE REQUIREMENTS:  At December 31, 2008, we have total outstanding
debt of  approximately  $643.8  million.  See Note 6 to our  December  31,  2008
consolidated  financial statements for approximate  principal maturities of such
borrowings.  It is our current  intention to fully amortize our outstanding debt
as opposed to refinance debt maturities with additional debt. Alternatively,  we
may prepay debt and finance such prepayments  with retained  operating cash flow
or proceeds from the issuance of preferred securities.

     Our portfolio of real estate facilities remains substantially unencumbered.
At December 31, 2008, we have secured debt outstanding of $236.4 million,  which
encumbers  90  self-storage  facilities  with an  aggregate  net  book  value of
approximately $579.5 million.

     On  February  12,  2009,  we  acquired  $110.2  million  face amount of our
existing  senior  unsecured notes pursuant to a tender offer for an aggregate of
$113.1 million,  plus accrued  interest,  reducing ongoing  annualized  interest
payments by approximately $8.3 million.  Approximately $96.7 million of the face
amount was scheduled to be repaid in 2011, and $13.5 million was scheduled to be
repaid in 2013.

     ACQUISITION AND DEVELOPMENT OF FACILITIES: During 2009, we will continue to
seek to acquire additional self-storage facilities from third parties;  however,
it is  difficult  to  estimate  the amount of third party  acquisitions  we will
undertake.

     At December 31, 2008, we have a development  "pipeline" of five projects in
the U.S.  consisting  of expanding  or  repackaging  our  existing  self-storage
facilities.  The development and fill-up of these storage  facilities is subject
to contingencies.  We estimate that the amount remaining to be spent to complete
development to be approximately  $6.8 million and will be incurred over the next
year.

     EUROPEAN  ACTIVITIES:  Pursuant  to our  disposition  of a 51%  interest in
Shurgard  Europe  on  March  31,  2008  (see  Note 3 to our  December  31,  2008
consolidated financial  statements),  the loan owed by Shurgard Europe to Public
Storage was modified, principally to fix the interest rate to 7.5% per annum and
extend  the  maturity  date,  which is now March  31,  2010 as  Shurgard  Europe
extended the maturity  date from the original  date of March 31, 2009 as per the
terms of the loan. The note totaled approximately $552.4 million at December 31,
2008.

     In addition,  if Shurgard Europe acquires its partner's  interests in First
Shurgard and Second Shurgard,  joint ventures in which Shurgard Europe has a 20%
interest,  and is unable  to obtain  third-party  financing,  we have  agreed to
provide  additional  loans to  Shurgard  Europe,  under  the  same  terms as the
existing loans,  for up to (euro)305  million ($429.9 million as of December 31,

                                       51


2008) for the  acquisition.  Shurgard  Europe has no obligation to acquire these
interests,  and the  acquisition of these interests is contingent on a number of
items,  including  whether  we  assent to the  acquisition.  In  February  2009,
Shurgard  Europe  exercised  their  option  to  extend  the  (euro)305   million
commitment  through  March  31,  2010.  As a result of this  extension,  we will
receive a fee of approximately  (euro)3.5 million from Shurgard Europe in March
2009.

     Shurgard  Europe has a 20%  interest  in two joint  ventures  and one other
partner  owns 80%  interest in each.  The two joint  ventures  collectively  had
approximately   (euro)250  million  ($355  million  at  December  31,  2008)  of
outstanding  debt  payable  to third  parties at  December  31,  2008,  which is
non-recourse to Shurgard  Europe.  One of the loans totaling  (euro)120  million
($170  million) is due May 2009 and the other loan  totaling  (euro)130  million
($185  million) is due in June 2009.  Shurgard  Europe is currently  negotiating
terms with the  respective  lenders to extend  the  maturities  out one to three
years. We expect Shurgard Europe to finalize these extensions within the next 90
days,  although there can be no assurance that such  extensions will actually be
completed.

     If Shurgard Europe was unable to extend the maturity dates of the loans, it
is our expectation that the loans would be repaid with each partner contributing
their pro rata share towards repayment. Shurgard Europe's pro rata share, in the
aggregate,  would be approximately (euro)50 million ($70 million) which Shurgard
Europe could  borrow from us pursuant to our loan  commitment  described  above.
Further,  it is also possible that Shurgard  Europe's joint venture partner will
be unable to  contribute  its pro rata  share to repay the loans and may want to
sell their interest. Shurgard Europe could borrow on the loan commitment we have
provided to consummate such a transaction and repay the loans.

     We  also  committed  to fund  up to  $88.2  million  of  additional  equity
contributions to Shurgard Europe to fund certain  investing  activities.  During
September 2008, we made an equity contribution of approximately $21.8 million to
Shurgard Europe,  reducing our remaining commitment to $66.4 million at December
31, 2008.

     We expect that Shurgard  Europe will repay the existing loan due to us (and
any additional  borrowings  pursuant to our  commitment) no later than March 31,
2010 or sooner if  capital  markets  become  accessible  to  Shurgard  Europe on
appropriate  terms.  Given the difficulty in the credit markets,  it is possible
that  Shurgard  Europe may not able to repay the loans prior to March 31,  2010.
Our business operations are not dependent on the repayment of such loans.

     ACCESS TO CAPITAL: Over the past several months,  accessing capital through
the equity or credit markets has become very difficult,  in part due to the lack
of liquidity,  particularly with respect to real estate companies.  As a result,
our  ability  to  raise  additional  capital  by  issuing  common  or  preferred
securities is not currently a viable option.

     Our   financial    profile   is   characterized   by   a   low   level   of
debt-to-total-capitalization  and a  conservative  dividend  payout  ratio  with
respect to the common shares.  We expect to fund our long-term growth strategies
and debt obligations with (i) cash on hand at December 31, 2008, (ii) internally
generated   retained  cash  flows  and  (iii)   depending  upon  current  market
conditions, proceeds from issuing equity securities. In general, our strategy is
to  continue  to finance our growth with  permanent  capital,  either  common or
preferred   equity  to  the  extent  that  market   conditions   are  favorable,
notwithstanding current market conditions are not favorable.

     Over  the  past  three  years,  we  have  funded  substantially  all of our
acquisitions with permanent capital (both common and preferred  securities).  We
have elected to use preferred  securities as a form of leverage despite the fact
that the dividend rates of our preferred securities exceed the prevailing market
interest rates on conventional debt. We have chosen this method of financing for
the following  reasons:  (i) under the REIT structure,  a significant  amount of
operating  cash flow  needs to be  distributed  to our  shareholders,  making it
difficult  to repay debt with  operating  cash flow  alone,  (ii) our  perpetual
preferred  shares have no sinking fund  requirement  or maturity date and do not
require  redemption,  all of which eliminate any future refinancing risks, (iii)
after the end of a non-call  period,  we have the option to redeem the preferred
shares at any time,  which enable us to refinance higher coupon preferred shares
with new preferred  shares at lower rates if appropriate,  (iv) preferred shares
do not contain  covenants,  thus allowing us to maintain  significant  financial
flexibility, and (v) dividends on the preferred shares can be applied to satisfy
our REIT distribution requirements.

                                       52


     Our credit ratings on each of our series of preferred  shares are "Baa1" by
Moody's and "BBB" by Standard & Poor's.

     ISSUANCE AND  REDEMPTION  OF  PREFERRED  SECURITIES:  One of our  financing
objectives  over the past  several  years has been to reduce our average cost of
capital with respect to our preferred securities.  Accordingly, we have redeemed
higher rate preferred  securities  outstanding  and have financed the redemption
with cash on-hand or from the proceeds from the issuance of lower rate preferred
securities.

     We believe  that our size and  financial  flexibility  enables us to access
capital when  appropriate  and when market  conditions are favorable.  Since the
beginning of 2005 through December 31, 2008, we have raised  approximately  $2.6
billion of preferred securities and used approximately $1.2 billion of these net
proceeds in order to redeem higher-coupon  preferred  securities.  Over the past
several  months,  accessing  capital  through the credit markets has become very
difficult, in part due to the lack of liquidity.

     At December  31, 2008,  our 7.500%  Series V  Cumulative  Preferred  Shares
($172.5  million),  our 6.500%  Series W  Cumulative  Preferred  Shares  ($132.5
million) and our 6.450% Series X Cumulative  Preferred  Shares ($120.0  million)
were  redeemable  at our option;  however,  we have not called  these shares for
redemption.  In  addition,  in  January  2009 our  6.850%  Series  Y  Cumulative
Preferred  Shares  ($18.8  million),  March 2009 our 6.250%  Series Z Cumulative
Preferred Shares ($112.5  million) and our 6.125% Series A Cumulative  Preferred
Shares ($115.0 million),  in June 2009 our 7.125% Series B Cumulative  Preferred
Shares  ($108.8  million),  and in September 2009 our 6.600% Series C Cumulative
Preferred Shares ($115.0 million) become available for redemption at our option.
Although we may acquire these shares on the open market,  it is not advantageous
to redeem these shares at face  pursuant to our  redemption  option at this time
because,  based upon  current  market  conditions,  we cannot  issue  additional
preferred  securities at a lower coupon rate than the  securities  that would be
called. The timing of redemption of any of these series of preferred shares will
depend upon many factors including when, or if, market  conditions  improve such
that we can  issue new  preferred  shares at a lower  cost of  capital  than the
shares that would be redeemed.

     In the past we have typically raised  additional  capital in advance of the
redemption  dates  to  ensure  that we have  available  funds  to  redeem  these
securities.  Provided  market  conditions  improve in the  future,  we may raise
capital in advance to fund redemptions.

     REPURCHASES OF THE COMPANY'S EQUITY AND PREFERRED SECURITIES

     Dislocations  in  capital  markets  have  provided  opportunities  for  the
repurchase  of our preferred and debt  securities.  During 2008, we  repurchased
certain of our Cumulative Preferred Shares in privately negotiated  transactions
with a liquidation  value of $103.2  million for  approximately  $66.9  million,
including  accrued  dividends,  reducing  our ongoing  dividend  requirement  by
approximately  $7.1 million per year.  Also during 2008, we repurchased  367,000
shares of our Equity Shares,  Series A in privately negotiated  transactions for
approximately  $7.7  million,  reducing  our  ongoing  dividend  requirement  by
approximately $0.9 million per year.

     These  acquisitions  were  funded by us with cash on hand.  We  continue to
monitor the  existing  trading  ranges of our  existing  outstanding  Cumulative
Preferred  Shares  and  Equity  Shares,   Series  A  for  potential   repurchase
opportunities.

     Our Board of Trustees has authorized the repurchase from time to time of up
to 35,000,000 of our common shares on the open market or in privately negotiated
transactions.  On May 8, 2008,  the Board of Trustees  authorized an increase in
the total repurchase  authorization  from 25,000,000 common shares to 35,000,000
common shares.  During 2006 and 2007, we did not  repurchase any shares.  During
2008, we repurchased 1,520,196 shares for approximately $111.9 million. From the
inception of the repurchase program through March 2, 2009, we have repurchased a
total of 23,721,916  common shares at an aggregate cost of approximately  $679.1
million.  Future  levels  of  common  repurchases  will be  dependent  upon  our
available capital, investment alternatives,  and the trading price of our common
shares.

     On February  12,  2009,  we  completed  a fixed price cash tender  offer to
acquire any and all of our  Unsecured  Notes  Payable.  A total of $96.7 million
face  amount of our 7.75%  Notes due 2011 and $13.5  million  face amount of our

                                       53


5.875% Notes due 2013,  for an aggregate of $113.1  million in cash plus accrued
interest were acquired.

     On February 27,  2009,  we reached an agreement in principle to acquire all
of our  affiliate's  6.40% Series NN preferred  partnership  units ($200 million
carrying  amount)  for  approximately  $130  million,  plus  accrued  and unpaid
distributions  from December 31, 2008 through the closing date. This transaction
is expected to result in an increase in income allocated to common  shareholders
of approximately $70 million for the quarter ended March 31, 2009 based upon the
excess of the carrying  amount over the amount paid.  The purchase is subject to
negotiation and completion of a binding agreement, and there can be no assurance
that the transaction will be completed or the timing thereof,  or that the terms
of any  transaction  completed  will not vary  materially  from those  currently
agreed.

     Also on February 27, 2009,  we reached an agreement in principle to acquire
all of our affiliate's  6.25% Series Z preferred  partnership units ($25 million
carrying  amount) for $25 million.  This should  result in no increase in income
allocated  to the common  shareholders  as they are being  acquired  at par.  As
described in Note 7 to our December 31, 2008 consolidated  financial statements,
the holders of the Series Z preferred  partnership  units have a one-time option
exercisable  on  October  12,  2009 to  require  us to  redeem  their  units for
$25,000,000 in cash, plus any unpaid  distributions.  The purchase is subject to
negotiation and completion of a binding agreement, and there can be no assurance
that the transaction will be completed or the timing thereof,  or that the terms
of any  transaction  completed  will not vary  materially  from those  currently
agreed.

                                       54




CONTRACTUAL OBLIGATIONS


     Our  significant  contractual  obligations  at December  31, 2008 and their
impact on our cash flows and liquidity are summarized below for the years ending
December 31 (amounts in thousands):


                                     Total          2009          2010           2011        2012            2013       Thereafter
                                   ----------    ---------     ----------     ---------    ---------      ----------    ----------


                                                                                                   
Long-term debt (1) ............    $  771,954    $  48,415     $   49,872     $ 251,061    $  75,501      $  272,277    $   74,828

Operating leases (2)...........       113,708       10,466          7,296         6,271        5,854           5,583        78,238

Construction commitments (3)...         6,750        6,211            539             -            -               -             -
                                   ----------    ---------     ----------     ---------    ---------      ----------    ----------
Total..........................    $  892,412    $  65,092     $   57,707     $ 257,332    $  81,355      $  277,860    $  153,066
                                   ==========    =========     ==========     =========    =========      ==========    ==========


(1)  Amounts  include  interest  payments  on our notes  payable  based on their
     contractual  terms.  See  Note  6 to our  December  31,  2008  consolidated
     financial  statements  for  additional  information  on our notes  payable.
     Approximately $96.7 million of the amounts otherwise due in 2011, and $13.5
     million of the amounts  otherwise due in 2013,  included in the table above
     were repaid in connection with a tender offer on February 12, 2009.

(2)  We lease trucks,  land,  equipment and office space under various operating
     leases. Certain leases are cancelable with substantial penalties.

(3)  Includes   obligations  for  facilities  currently  under  construction  at
     December 31, 2008 as described above under  "Acquisition and Development of
     Facilities."

     We have not included any  additional  funding  requirements  that we may be
required make to Shurgard Europe as a contractual obligation in the table above,
since it is uncertain  whether or not we will be required to fund any additional
amounts and because such funding is subject to our assent.

     OFF-BALANCE  SHEET  ARRANGEMENTS:  At December  31, 2008 we had no material
off-balance sheet arrangements as defined under Regulation S-K 303(a)(4) and the
instructions thereto.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          ----------------------------------------------------------

     To limit our exposure to market risk, we principally finance our operations
and growth with permanent equity capital  consisting either of common shares and
preferred  shares.  At December  31,  2008,  our debt as a  percentage  of total
shareholders' equity (based on book values) was 7.4%.

     Our preferred  shares are not  redeemable at the option of the holders.  At
December  31,  2008,  our Series V,  Series W and Series X shares are  currently
redeemable  by us.  Except under  certain  conditions  relating to the Company's
qualification  as a REIT, the preferred shares are not redeemable by the Company
pursuant to its redemption  option prior to the dates set forth in Note 8 to our
December 31, 2008 consolidated financial statements.

     Our market risk sensitive instruments include notes payable,  which totaled
$643,811,000 at December 31, 2008.

     We have foreign  currency  exposures  related to our investment in Shurgard
Europe,  which has a book value of $264.1  million at December 31, 2008. We also
have a loan  receivable  from Shurgard  Europe,  which is  denominated in Euros,
totaling (euro)391.9 million ($552.4 million) at December 31, 2008. We also have
an obligation,  in certain circumstances,  to loan up to an additional (euro)305
million to Shurgard Europe.

     The table below  summarizes  annual debt  maturities  and  weighted-average
interest rates on our  outstanding  debt at the end of each year and fair values
required to evaluate  our  expected  cash-flows  under debt  agreements  and our
sensitivity  to interest  rate changes at December  31, 2008 (dollar  amounts in
thousands).

                                       55



                            2009       2010        2011          2012        2013       Thereafter      Total     Fair Value
                         ---------   --------   ----------   ----------    ----------   ----------   ----------   ----------

                                                                                          
Fixed rate debt (1)....  $  12,730   $ 14,870   $  227,819   $   55,575    $  264,976   $  67,841    $  643,811   $ 650,536
Average interest rate..      5.69%      5.69%        5.69%        5.71%         5.62%       5.49%             -           -
----------------------------------------------------------------------------------------------------------------------------
Variable rate debt (2).  $      -    $     -    $       -    $       -     $     -      $      -     $        -   $       -
Average interest rate..
----------------------------------------------------------------------------------------------------------------------------


(1)  Approximately $96.7 million of the amounts otherwise due in 2011, and $13.5
     million of the amounts  otherwise  due in 2013,  were repaid in  connection
     with a tender offer on February 12, 2009.

(2)  Amounts include borrowings under our line of credit, which expires in 2012.
     As of December 31, 2008, we have no borrowings under our line of credit.

                                       56




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

     The  financial  statements of the Company at December 31, 2008 and December
31, 2007 and for each of the three years in the period  ended  December 31, 2008
and the report of Ernst & Young LLP,  Independent  Registered  Public Accounting
Firm,  thereon  and the  related  financial  statement  schedule,  are  included
elsewhere  herein.  Reference is made to the Index to Financial  Statements  and
Schedules in Item 15.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ---------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

         Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
         -----------------------

CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

     The Company maintains  disclosure controls and procedures that are designed
to ensure that information required to be disclosed in reports the Company files
and submits under the  Securities  Exchange Act of 1934, as amended,  ("Exchange
Act") is recorded,  processed,  summarized and reported  within the time periods
specified  in  accordance  with SEC  guidelines  and that  such  information  is
communicated to the Company's management,  including its Chief Executive Officer
and Chief  Financial  Officer,  to allow  timely  decisions  regarding  required
disclosure  based on the definition of "disclosure  controls and  procedures" in
Rules  13a-15(e) and 15d-15(e) of the Exchange Act. In designing and  evaluating
the disclosure controls and procedures,  management recognized that any controls
and  procedures,  no matter how well  designed  and  operated,  can provide only
reasonable  assurance of achieving the desired control objectives and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship  of possible  controls  and  procedures  in reaching  that level of
reasonable   assurance.   Also,   the   Company  has   investments   in  certain
unconsolidated  entities.  As the  Company  does not  control  or  manage  these
entities,  its disclosure  controls and procedures with respect to such entities
are  substantially  more  limited  than those it  maintains  with respect to its
consolidated subsidiaries.

     As of December 31, 2008, the Company  carried out an evaluation,  under the
supervision and with the  participation of the Company's  management,  including
the Company's Chief Executive Officer and the Company's Chief Financial Officer,
of the  effectiveness  of the design and operation of the  Company's  disclosure
controls  and  procedures  (as  such  term is  defined  in Rules  13a-15(e)  and
15d-15(e) of the Exchange Act.  Based on that  evaluation,  the Company's  Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and procedures were effective as of December 31, 2008, at a
reasonable assurance level.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

     Our management is responsible for  establishing  and  maintaining  adequate
internal  control  over  financial  reporting,  as such term is defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act. Under the  supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial  Officer,  we  conducted an  evaluation  of the  effectiveness  of our
internal  control over  financial  reporting  based on the framework in Internal
Control-Integrated Framework issued by the Committee on Sponsoring Organizations
of the  Treadway  Commission.  Based on our  evaluation  under the  framework in
Internal  Control-Integrated   Framework,  our  management  concluded  that  our
internal control over financial reporting was effective as of December 31, 2008.

     The  effectiveness  of internal  control  over  financial  reporting  as of
December 31, 2008, has been audited by Ernst & Young LLP, independent registered
public  accounting  firm.  Ernst & Young LLP's report on the Company's  internal
control over financial reporting appears below.

                                       57



CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

     There have not been any  changes in our  internal  control  over  financial
reporting (as such term is defined in Rules  13a-15(f)  and 15d-15(f)  under the
Exchange  Act) during the fourth  quarter of 2008 to which this  report  relates
that have materially  affected,  or are reasonable likely to materially  affect,
our internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION
          -----------------

     Not Applicable.

                                       58




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Shareholders of
Public Storage

We have audited Public Storage's internal control over financial reporting as of
December 31, 2008, based on criteria established in Internal Control--Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission (the COSO criteria).  Public Storage's  management is responsible for
maintaining  effective  internal control over financial  reporting,  and for its
assessment of the  effectiveness  of internal  control over financial  reporting
included in the  accompanying  Annual Report of  Management on Internal  Control
over Financial  Reporting.  Our  responsibility  is to express an opinion on the
company's internal control over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating  effectiveness of internal control based
on the assessed  risk,  and  performing  such other  procedures as we considered
necessary in the circumstances.  We believe that our audit provides a reasonable
basis for our opinion.

A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with  authorizations of management and trustees of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, Public Storage maintained,  in all material respects,  effective
internal control over financial  reporting as of December 31, 2008, based on the
COSO criteria.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the consolidated balance sheets of
Public  Storage as of December 31, 2008 and 2007,  and the related  consolidated
statements of income,  shareholders' equity and cash flows for each of the three
years in the period ended  December  31, 2008 and our report dated  February 27,
2009 expressed an unqualified opinion thereon.


                                                     /s/ Ernst & Young LLP

Los Angeles, California
February 27, 2009


                                       59






                                    PART III
                                    --------

ITEM 10.   TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
           -----------------------------------------------------

     The  information  required by this item with  respect to trustees is hereby
incorporated by reference to the material appearing in the Company's  definitive
proxy statement to be filed in connection with the annual shareholders'  meeting
scheduled  to be held on May 7, 2009 (the "Proxy  Statement")  under the caption
"Election of Trustees."

     The  information  required  by this item  with  respect  to the  nominating
process,  the audit committee and the audit committee financial expert is hereby
incorporated by reference to the material appearing in the Proxy Statement under
the caption "Corporate Governance."

     The  information  required  by this  item with  respect  to  Section  16(a)
compliance is hereby  incorporated by reference to the material appearing in the
Proxy Statement under the caption "Section 16(a) Beneficial  Ownership Reporting
Compliance."

     The  information  required by this item with respect to a code of ethics is
hereby  incorporated  by  reference  to the  material  appearing  in  the  Proxy
Statement under the caption "Corporate Governance." Any amendments to or waivers
of the  code of  ethics  granted  to the  Company's  executive  officers  or the
controller  will be  published  promptly on our website or by other  appropriate
means in accordance with SEC rules and regulations.

     The following is a biographical  summary of the current executive  officers
of the Company:

     Ronald L. Havner, Jr., age 51, has been the Vice-Chairman,  Chief Executive
Officer  and a member of the Board of Public  Storage  since  November  2002 and
President  since July 1, 2005. Mr. Havner joined Public Storage in 1986 and held
a variety of senior management  positions until his appointment as Vice-Chairman
and Chief  Executive  Officer in 2002.  Mr.  Havner has been  Chairman of Public
Storage's  affiliate,  PS Business Parks,  Inc. (PSB),  since March 1998 and was
Chief  Executive  Officer of PSB from March 1998 until August 2003. He is also a
member of the Board of  Governors  and the  Executive  Committee of the National
Association  of Real  Estate  Investment  Trusts,  Inc.  (NAREIT).  He is also a
director of Business Machine Security,  Inc., General Finance  Corporation and a
member of the NYU REIT Center Board of Advisors.

     John Reyes, age 48, a certified public accountant, joined Public Storage in
1990 and was  Controller of Public Storage from 1992 until December 1996 when he
became Chief Financial Officer.  He became a Vice President of Public Storage in
November 1995 and a Senior Vice  President of Public  Storage in December  1996.
From 1983 to 1990, Mr. Reyes was employed by Ernst & Young.

     Brian J.  Fields,  age 46,  became  Senior Vice  President  and Chief Legal
Officer  of Public  Storage on April 1, 2008.  From 1997  until  joining  Public
Storage,  Mr.  Fields was  employed  by  WellPoint,  Inc.,  the  largest  health
insurance company in the United States. At WellPoint,  Mr. Fields held a variety
of legal management positions,  serving most recently as Vice President,  Deputy
General Counsel.

     Mark C. Good,  age 52,  became Senior Vice  President  and Chief  Operating
Officer of Public Storage on September 8, 2008.  Before joining Public  Storage,
Mr. Good was with Sears Holdings  Corporation since 1997, where he was Executive
Vice President and General Manager of Sears Home Services,  the nation's largest
home appliance repair and home  improvement  services  organization  with annual
revenues  of  approximately  $3  billion.  Mr. Good also served as a director of
Sears Canada, Inc.

     David F. Doll,  age 50, became Senior Vice  President and  President,  Real
Estate  Group,  in  February  2005,  with  responsibility  for the  real  estate
activities of Public Storage,  including  property  acquisitions,  developments,
repackagings, and capital improvements.  Before joining Public Storage, Mr. Doll
was Senior Executive Vice President of Development for Westfield Corporation,  a
major  international owner and operator of shopping malls, where he was employed
since 1995.

                                       60


     Candace N. Krol, age 47, became Senior Vice President of Human Resources in
September 2005. From 1985 until joining Public Storage, Ms. Krol was employed by
Parsons  Corporation,  a global  engineering and  construction  firm,  where she
served in various management positions, most recently as Vice President of Human
Resources for the Infrastructure and Technology global business unit.

ITEM 11.  EXECUTIVE COMPENSATION
          ----------------------

     The information  required by this item is hereby  incorporated by reference
to the material  appearing in the Proxy Statement under the captions  "Corporate
Governance,"  "Executive  Compensation,"  "Compensation Committee Interlocks and
Insider Participation," and "Report of the Compensation Committee."

ITEM 12.  SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT
          -------------------------------------------------------------------
          AND RELATED SHAREHOLDER MATTERS
          -------------------------------

     The information  required by this item is hereby  incorporated by reference
to the material  appearing  in the Proxy  Statement  under the  captions  "Stock
Ownership of Certain Beneficial Owners and Management."

     The following  table sets forth  information as of December 31, 2008 on the
Company's equity compensation plans:


                                           Number of
                                       securities to be             Weighted
                                          issued upon               average            Number of
                                          exercise of            exercise price        securities
                                          outstanding            of outstanding   remaining available
                                           options,                 options,      for future issuance
                                         warrants and             warrants and        under equity
                                            rights                   rights        compensation plans
                                        -----------------       ---------------   --------------------

Equity  compensation  plans approved
                                                                                   
 by security holders (a)..........          2,984,134 (b)           $57.91            3,605,688

 Equity    compensation   plans   not
 approved by security holders (c).             43,410               $23.50              595,002


a)   The Company's  stock option and stock  incentive  plans are described  more
     fully  in  Note  10  to  the  December  31,  2008  consolidated   financial
     statements.     All    plans    other    than    the    2000    and    2001
     Non-Executive/Non-Director   Plans,   were   approved   by  the   Company's
     shareholders.

b)   Includes 630,212  restricted share units that, if and when vested,  will be
     settled in common shares of the Company on a one for one basis.

c)   The  outstanding  options granted under plans not approved by the Company's
     shareholders   were   granted   under   the   Company's   2000   and   2001
     Non-Executive/Non-Director  Plan, which does not allow participation by the
     Company's  executive  officers and trustees.  The principal  terms of these
     plans are as follows:  (1)  2,500,000  common  shares were  authorized  for
     grant, (2) this plan is administered by the Equity Awards Committee, except
     that grants in excess of 100,000 shares to any one person requires approval
     by the Executive Equity Awards  Committee,  (3) options are granted at fair
     market value on the date of grant, (4) options have a ten year term and (5)
     options vest over three years in equal installments, or as indicated by the
     applicable grant agreement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND TRUSTEE INDEPENDENCE
         -----------------------------------------------------------------------
     The information  required by this item is hereby  incorporated by reference
to the material  appearing in the Proxy Statement under the captions  "Corporate
Governance"  and  "Certain  Relationships  and  Related  Transactions  and Legal
Proceedings."

                                       61


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
         --------------------------------------

     The  information  required by this item with  respect to fees and  services
provided  by the  Company's  independent  auditors  is  hereby  incorporated  by
reference to the material  appearing  in the Proxy  Statement  under the caption
"Ratification of  Auditors--Fees  Billed to the Company by Ernst & Young LLP for
2008 and 2007".

                                       62




                                     PART IV
                                     -------

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
          ------------------------------------------

a.   1. Financial Statements

        The financial statements listed in the accompanying Index to Financial
        Statements and Schedules hereof are filed as part of this report.

     2. Financial Statement Schedules

        The financial statements schedules listed in the accompanying Index to
        Financial Statements and Schedules are filed as part of this report.

     3. Exhibits

        See Index to Exhibits contained herein.

b.   Exhibits:

        See Index to Exhibits contained herein.

c.   Financial Statement Schedules

        Not applicable.

                                       63




                                 PUBLIC STORAGE

                              INDEX TO EXHIBITS (1)

                           (Items 15(a)(3) and 15(c))


3.1       Articles of  Amendment  and  Restatement  of  Declaration  of Trust of
          Public Storage,  a Maryland real estate investment  trust.  Filed with
          the  Registrant's  Current  Report on Form 8-K dated  June 6, 2007 and
          incorporated by reference herein.

3.2       Bylaws of Public  Storage,  a Maryland real estate  investment  trust.
          Filed with the  Registrant's  Current Report on Form 8-K dated June 6,
          2007 and incorporated by reference herein.

3.3       Articles  Supplementary  for Public Storage  Equity Shares,  Series A.
          Filed with the  Registrant's  Current Report on Form 8-K dated June 6,
          2007 and incorporated by reference herein.

3.4       Articles  Supplementary for Public Storage Equity Shares,  Series AAA.
          Filed with the  Registrant's  Current Report on Form 8-K dated June 6,
          2007 and incorporated by reference herein.

3.5       Articles  Supplementary for Public Storage 7.500% Cumulative Preferred
          Shares,  Series V. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.6       Articles  Supplementary for Public Storage 6.500% Cumulative Preferred
          Shares,  Series W. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.7       Articles  Supplementary for Public Storage 6.450% Cumulative Preferred
          Shares , Series X. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.8       Articles  Supplementary for Public Storage 6.850% Cumulative Preferred
          Shares,  Series Y. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.9       Articles  Supplementary for Public Storage 6.250% Cumulative Preferred
          Shares,  Series Z. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.10      Articles  Supplementary for Public Storage 6.125% Cumulative Preferred
          Shares,  Series A. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.11      Articles  Supplementary for Public Storage 7.125% Cumulative Preferred
          Shares,  Series B. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.12      Articles  Supplementary for Public Storage 6.600% Cumulative Preferred
          Shares,  Series C. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.13      Articles  Supplementary for Public Storage 6.180% Cumulative Preferred
          Shares,  Series D. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.14      Articles  Supplementary for Public Storage 6.750% Cumulative Preferred
          Shares,  Series E. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.15      Articles  Supplementary for Public Storage 6.450% Cumulative Preferred
          Shares,  Series F. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

                                       64


3.16      Articles  Supplementary for Public Storage 7.000% Cumulative Preferred
          Shares,  Series G. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.17      Articles  Supplementary for Public Storage 6.950% Cumulative Preferred
          Shares,  Series H. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.18      Articles  Supplementary for Public Storage 7.250% Cumulative Preferred
          Shares,  Series I. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.19      Articles  Supplementary for Public Storage 7.250% Cumulative Preferred
          Shares,  Series K. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.20      Articles  Supplementary for Public Storage 6.750% Cumulative Preferred
          Shares,  Series L. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.21      Articles  Supplementary for Public Storage 6.625% Cumulative Preferred
          Shares,  Series M. Filed with the Registrant's  Current Report on Form
          8-K dated June 6, 2007 and incorporated by reference herein.

3.22      Articles  Supplementary for Public Storage 7.000% Cumulative Preferred
          Shares,  Series N. Filed with the Registrant's  Current Report on Form
          8-K dated June 28, 2007 and incorporated by reference herein.

4.1       Master  Deposit  Agreement,  dated as of May 31, 2007.  Filed with the
          Registrant's  Current  Report  on Form  8-K  dated  June 6,  2007  and
          incorporated by reference herein.

10.1      Amended  Management  Agreement  between  Registrant and Public Storage
          Commercial Properties Group, Inc. dated as of February 21, 1995. Filed
          with Public  Storage Inc.'s ("PSI") Annual Report on Form 10-K for the
          year ended December 31, 1994 (SEC File No.  001-0839) and incorporated
          herein by reference.

10.2      Second  Amended  and  Restated  Management   Agreement  by  and  among
          Registrant  and the entities  listed  therein dated as of November 16,
          1995.  Filed with PS Partners,  Ltd.'s  Annual Report on Form 10-K for
          the  year  ended  December  31,  1996  (SEC  File No.  001-11186)  and
          incorporated herein by reference.

10.3      Limited Partnership Agreement of PSAF Development Partners, L.P. Filed
          with  PSI's  Quarterly  Report on Form 10-Q for the  quarterly  period
          ended March 31, 1997 (SEC File No. 001-0839) and  incorporated  herein
          by reference.

10.4      Agreement of Limited Partnership of PS Business Parks, L.P. Filed with
          PS  Business  Parks,  Inc.'s  Quarterly  Report  on Form  10-Q for the
          quarterly  period  ended June 30,  1998 (SEC File No.  001-10709)  and
          incorporated herein by reference.

10.5      Amended and Restated Agreement of Limited Partnership of Storage Trust
          Properties,  L.P. (March 12, 1999).  Filed with PSI's Quarterly Report
          on Form 10-Q for the  quarterly  period  ended June 30, 1999 (SEC File
          No. 001-0839) and incorporated herein by reference.

10.6      Limited Partnership Agreement of PSAC Development Partners, L.P. Filed
          with PSI's  Current  Report on Form 8-K dated  November  15, 1999 (SEC
          File No. 001-0839) and incorporated herein by reference.

10.7      Agreement  of Limited  Liability  Company of PSAC  Storage  Investors,
          L.L.C.  Filed with PSI's Current Report on Form 8-K dated November 15,
          1999 (SEC File No. 001-0839) and incorporated herein by reference.

10.8      Amended  and  Restated   Agreement  of  Limited   Partnership  of  PSA
          Institutional  Partners,  L.P.  Filed with PSI's Annual Report on Form
          10-K for the year ended December 31, 1999 (SEC File No.  001-0839) and
          incorporated herein by reference.

                                       65


10.9      Amendment to Amended and Restated Agreement of Limited  Partnership of
          PSA Institutional  Partners, L.P. Filed with PSI's Quarterly Report on
          Form 10-Q for the  quarterly  period ended June 30, 2000 (SEC File No.
          001-0839) and incorporated herein by reference.

10.10     Second  Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership  of PSA  Institutional  Partners,  L.P.  Filed  with PSI's
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          2004 (SEC File No. 001-0839) and incorporated herein by reference.

10.11     Third   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership  of PSA  Institutional  Partners,  L.P.  Filed  with PSI's
          Quarterly Report on Form 10-Q for the quarterly period ended September
          30, 2004 (SEC File No. 001-0839) and incorporated herein by reference.

10.12     Limited Partnership Agreement of PSAF Acquisition Partners, L.P. Filed
          with PSI's Annual Report on Form 10-K for the year ended  December 31,
          2003 (SEC File No. 001-0839) and incorporated herein by reference.

10.13     Credit Agreement by and among Registrant,  Wells Fargo Bank,  National
          Association  and  Wachovia  Bank,  National   Association  as  co-lead
          arrangers,  and the other financial  institutions party thereto, dated
          March 27, 2007.  Filed with PSI's Current  Report on Form 8-K on April
          2, 2007 (SEC File No. 001-0839) and incorporated herein by reference.

10.14     Senior  Credit  Agreement  dated May 26, 2003, as amended by Amendment
          Agreements  dated July 11,  2003 and  December  2, 2003,  by and among
          First  Shurgard  Sprl,  First  Shurgard  Finance Sarl,  First Shurgard
          Deutschland  GmbH,  Societe  Generale  and  others.   Incorporated  by
          reference  to Exhibit  10.1 filed with the Current  Report on Form 8-K
          dated  February  21,  2005 filed by  Shurgard  Storage  Centers,  Inc.
          ("Shurgard") (SEC File No. 001-11455).

10.15     Amendment and Waiver  Agreement  dated February 21, 2005 to the Senior
          Credit  Agreement  dated May 26,  2003,  as amended as of  December 2,
          2003, by and among First Shurgard Sprl,  First Shurgard  Finance Sarl,
          First  Shurgard   Deutschland  GmbH,   Societe  Generale  and  others.
          Incorporated  by  reference  to Exhibit  10.2  filed with the  Current
          Report on Form 8-K dated February 21, 2005 filed by Shurgard (SEC File
          No. 001-11455).

10.16     Credit Facility Agreement dated July 12, 2004, between Second Shurgard
          SPRL,  Second  Shurgard  Finance  SARL,  the Royal Bank of Scotland as
          Mandated  Lead  Arranger,  the Royal Bank of Scotland  PLC as Facility
          Agent.  Incorporated  by  reference  to Exhibit  10.43  filed with the
          Report on Form  10-Q for the  quarter  ended  June 30,  2004  filed by
          Shurgard (SEC File No. 001-11455).

10.17*    Employment  Agreement between  Registrant and B. Wayne Hughes dated as
          of November 16, 1995.  Filed with PSI's Annual Report on Form 10-K for
          the  year  ended  December  31,  1995  (SEC  File  No.  001-0839)  and
          incorporated herein by reference.

10.18*    Shurgard Storage Centers,  Inc. 1995 Long Term Incentive  Compensation
          Plan.  Incorporated  by  reference to Appendix B of  Definitive  Proxy
          Statement  dated  June  8,  1995  filed  by  Shurgard  (SEC  File  No.
          001-11455).

10.19*    Shurgard  Storage  Centers,   Inc.  2000  Long-Term   Incentive  Plan.
          Incorporated  by reference to Exhibit 10.27 Annual Report on Form 10-K
          for the year ended  December 31, 2000 filed by Shurgard  (SEC File No.
          001-11455).

10.20*    Shurgard Storage Centers,  Inc. 2004 Long Term Incentive  Compensation
          Plan.  Incorporated  by  reference to Appendix A of  Definitive  Proxy
          Statement  dated  June  7,  2004  filed  by  Shurgard  (SEC  File  No.
          001-11455).

10.21*    Public Storage,  Inc. 1996 Stock Option and Incentive Plan. Filed with
          PSI's Annual Report on Form 10-K for the year ended  December 31, 2000
          (SEC File No. 001-0839) and incorporated herein by reference.

                                       66


10.22*    Public Storage, Inc. 2000 Non-Executive/Non-Director  Stock Option and
          Incentive Plan.  Filed with PSI's  Registration  Statement on Form S-8
          (SEC File No. 333-52400) and incorporated herein by reference.

10.23*    Public Storage, Inc. 2001 Non-Executive/Non-Director  Stock Option and
          Incentive Plan.  Filed with PSI's  Registration  Statement on Form S-8
          (SEC File No. 333-59218) and incorporated herein by reference.

10.24*    Public  Storage,  Inc.  2001 Stock  Option and  Incentive  Plan ("2001
          Plan"). Filed with PSI's Registration  Statement on Form S-8 (SEC File
          No. 333-59218) and incorporated herein by reference.

10.25*    Form of 2001 Plan  Non-qualified  Stock Option  Agreement.  Filed with
          PSI's  Quarterly  Report on Form 10-Q for the  quarterly  period ended
          September 30, 2004 (SEC File No. 001-0839) and incorporated  herein by
          reference.

10.26*    Form of 2001 Plan Restricted  Share Unit  Agreement.  Filed with PSI's
          Quarterly Report on Form 10-Q for the quarterly period ended September
          30, 2004 (SEC File No. 001-0839) and incorporated herein by reference.

10.27*    Form  of  2001  Plan  Non-Qualified   Outside  Director  Stock  Option
          Agreement.  Filed  with  PSI's  Quarterly  Report on Form 10-Q for the
          quarterly  period ended September 30, 2004 (SEC File No. 001-0839) and
          incorporated herein by reference.

10.28*    Public Storage,  Inc.  Performance Based Compensation Plan for Covered
          Employees.  Filed with PSI's Current  Report on Form 8-K dated May 11,
          2005 (SEC File No. 001-0839) and incorporated herein by reference.

10.29*    Public   Storage   2007   Equity   and   Performance-Based   Incentive
          Compensation  Plan. Filed as Exhibit 4.1 to Registrant's  Registration
          Statement  on Form S-8  (SEC  File No.  333-144907)  and  incorporated
          herein by reference.

10.30*    Form  of  2007  Plan  Restricted  Stock  Unit  Agreement.  Filed  with
          Registrant's  Quarterly Report on Form 10-Q for the quarter ended June
          30, 2007 and incorporated herein by reference.

10.31*    Form of 2007 Plan Stock  Option  Agreement.  Filed  with  Registrant's
          Quarterly  Report on Form 10-Q for the quarter ended June 30, 2007 and
          incorporated herein by reference.

10.32*    Agreement dated April 16, 2008 between Registrant and executive. Filed
          as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated April
          22, 2008 and incorporated herein by reference.

10.33*    Form of Indemnity Agreement.  Filed with Registrant's  Amendment No. 1
          to  Registration  Statement on Form S-4 (SEC File No.  333-141448) and
          incorporated herein by reference.

10.34*    Offer  letter/Employment  Agreement  dated as of July 28, 2008 between
          Registrant  and Mark  Good.  Filed  as  Exhibit  10.1 to  Registrant's
          Current  Report on Form 8-K dated  September 9, 2008 and  incorporated
          herein by reference.

12        Statement  Re:  Computation  of Ratio of Earnings to Fixed Charges and
          Preferred Stock Dividends. Filed herewith.

31.1      Rule 13a - 14(a) Certification. Filed herewith.

31.2      Rule 13a - 14(a) Certification. Filed herewith.

32        Section 1350 Certifications. Filed herewith.

         --------

(1)  SEC File No. 001-33519 unless otherwise indicated.

* Denotes management compensatory plan agreement or arrangement.

                                       67






                                   SIGNATURES
                                   ----------

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                    PUBLIC STORAGE

Date:  March 2, 2009                By:   /s/ Ronald L. Havner, Jr.
                                          -------------------------
                                          Ronald L. Havner, Jr., Vice-Chairman
                                          of the Board, Chief Executive Officer
                                          and President

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.



                Signature                                        Title                                            Date
                                                                                                       
-------------------------------            ------------------------------------------------------            --------------

/s/ Ronald L. Havner, Jr.                  Vice-Chairman of the Board, Chief                                 March 2, 2009
-------------------------------            Executive Officer, President and Trustee
Ronald L. Havner, Jr.                      (principal executive officer)

/s/ John Reyes                             Senior Vice President and                                         March 2, 2009
-------------------------------            Chief Financial Officer
John Reyes                                 (principal financial officer and principal accounting officer)

/s/ B. Wayne Hughes                        Chairman of the Board                                             March 2, 2009
-------------------------------
B. Wayne Hughes

/s/ Dann V. Angeloff                       Trustee                                                           March 2, 2009
-------------------------------
Dann V. Angeloff

/s/ William C. Baker                       Trustee                                                           March 2, 2009
-------------------------------
William C. Baker

/s/ John T. Evans                          Trustee                                                           March 2, 2009
-------------------------------
John T. Evans

/s/ Tamara Hughes Gustavson                Trustee                                                           March 2, 2009
-------------------------------
Tamara Hughes Gustavson

/s/ Uri P. Harkham                         Trustee                                                           March 2, 2009
-------------------------------
Uri P. Harkham

/s/ B. Wayne Hughes, Jr.                   Trustee                                                           March 2, 2009
-------------------------------
B. Wayne Hughes, Jr.

/s/ Harvey Lenkin                          Trustee                                                           March 2, 2009
-------------------------------
Harvey Lenkin

/s/ Gary E. Pruitt                         Trustee                                                           March 2, 2009
-------------------------------
Gary E. Pruitt

/s/ Daniel C. Staton                       Trustee                                                           March 2, 2009
-------------------------------
Daniel C. Staton






                                 PUBLIC STORAGE
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                  AND SCHEDULES

                                  (Item 15 (a))




                                                                                       Page References

                                                                                          
Report of Independent Registered Public Accounting Firm.............................         F-1

Consolidated balance sheets as of December 31, 2008 and 2007........................         F-2

For each of the three years in the period ended December 31, 2008:

Consolidated statements of income...................................................         F-3

Consolidated statements of shareholders' equity ....................................         F-4

Consolidated statements of cash flows...............................................      F-5 - F-7

Notes to consolidated financial statements..........................................      F-8 - F-39

Schedule:

III - Real estate and accumulated depreciation......................................     F-40 - F-91



All other  schedules  have been omitted  since the required  information  is not
present or not  present  in amounts  sufficient  to  require  submission  of the
schedule,  or because the information  required is included in the  consolidated
financial statements or notes thereto.





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Trustees and Shareholders
Public Storage


We have audited the accompanying  consolidated  balance sheets of Public Storage
as of December 31, 2008 and 2007,  and the related  consolidated  statements  of
income,  shareholders' equity, and cash flows for each of the three years in the
period ended December 31, 2008. Our audits also included the financial statement
schedule  listed in the Index at Item  15(a).  These  financial  statements  and
financial statement schedule are the responsibility of the Company's management.
Our  responsibility  is to express an opinion on these financial  statements and
financial statement schedule based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Public
Storage at December  31, 2008 and 2007,  and the  consolidated  results of their
operations  and their cash flows for each of the three years in the period ended
December  31,  2008,  in  conformity  with U.S.  generally  accepted  accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents fairly in all material respects the information set forth therein.

We also have  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  Public Storage's  internal control
over financial reporting as of December 31, 2008, based on criteria  established
in Internal  Control-Integrated  Framework issued by the Committee of Sponsoring
Organizations of the Treadway  Commission and our report dated February 27, 2009
expressed an unqualified opinion thereon.





                                                      /s/ ERNST & YOUNG LLP

Los Angeles, California
February 27, 2009


                                      F-1



                                 PUBLIC STORAGE
                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2008 and 2007
                    (Amounts in thousands, except share data)




                                                                                      December 31,         December 31,
                                                                                          2008                 2007
                                                                                   -----------------    -----------------

                                       ASSETS

                                                                                                  
Cash and cash equivalents....................................................      $     680,701        $     245,444
Real estate facilities, at cost:
   Land......................................................................          2,716,254            3,021,309
   Buildings.................................................................          7,490,768            8,637,498
                                                                                   -----------------    -----------------
                                                                                      10,207,022           11,658,807
   Accumulated depreciation..................................................         (2,405,473)          (2,128,225)
                                                                                   -----------------    -----------------
                                                                                       7,801,549            9,530,582
   Construction in process...................................................             20,340               51,972
                                                                                   -----------------    -----------------
                                                                                       7,821,889            9,582,554

Investment in real estate entities...........................................            544,598              306,743
Goodwill, net................................................................            174,634              174,634
Intangible assets, net.......................................................             52,005              173,745
Loan receivable from Shurgard Europe.........................................            552,361                    -
Other assets.................................................................            109,857              159,982
                                                                                   -----------------    -----------------
              Total assets...................................................      $   9,936,045        $  10,643,102
                                                                                   =================    =================
                       LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable................................................................      $     643,811        $   1,069,928
Accrued and other liabilities................................................            212,353              303,357
                                                                                   -----------------    -----------------
         Total liabilities...................................................            856,164            1,373,285

Minority interest............................................................            364,417              506,688

Commitments and contingencies (Note 13) Shareholders' equity:
   Cumulative Preferred Shares of beneficial interest, $0.01 par value,
     100,000,000 shares authorized, 887,122 shares issued (in series) and
     outstanding, (1,739,500 at December 31, 2007) at liquidation preference.          3,424,327            3,527,500
   Common Shares of beneficial interest, $0.10 par value, 650,000,000 shares
     authorized, 168,279,732 shares issued and outstanding (169,422,475 at
     December 31, 2007)......................................................             16,829               16,943
   Equity Shares of beneficial interest, Series A, $0.01 par value, 100,000,000
     shares authorized, 8,377.193 shares issued and outstanding (8,744.193 at
     December 31, 2007)......................................................                  -                    -
   Paid-in capital...........................................................          5,590,093            5,653,975
   Cumulative net income.....................................................          4,896,003            3,960,827
   Cumulative distributions paid.............................................         (5,179,857)          (4,446,181)
   Accumulated other comprehensive income (loss).............................            (31,931)              50,065
                                                                                   -----------------    -----------------
         Total shareholders' equity..........................................          8,715,464            8,763,129
                                                                                   -----------------    -----------------
              Total liabilities and shareholders' equity.....................      $   9,936,045        $  10,643,102
                                                                                   =================    =================


                            See accompanying notes.
                                      F-2



                                 PUBLIC STORAGE
                        CONSOLIDATED STATEMENTS OF INCOME
                 For each of the three years in the period ended
                                December 31, 2008
                (Amounts in thousands, except per share amounts)



                                                                            2008                2007                2006
                                                                        -------------       -------------       --------------
Revenues:
                                                                                                       
   Self-storage rental income...................................        $  1,581,299        $  1,662,454        $  1,239,697
   Ancillary operating revenue..................................             128,153             140,628             107,570
   Interest and other income....................................              36,155              11,417              31,799
                                                                        -------------       -------------       --------------
                                                                           1,745,607           1,814,499           1,379,066
                                                                        -------------       -------------       --------------
Expenses:
  Cost of operations (excluding depreciation and amortization):
      Self-storage facilities...................................             520,076             580,227             428,910
      Ancillary operations......................................              60,501              77,516              67,347
  Depreciation and amortization.................................             414,188             622,400             437,555
  General and administrative....................................              62,809              59,749              84,661
  Interest expense..............................................              43,944              63,671              33,062
                                                                        -------------       -------------       --------------
                                                                           1,101,518           1,403,563           1,051,535
                                                                        -------------       -------------       --------------
Income from continuing operations before equity in earnings of real estate
   entities, gain on disposition of an interest in Shurgard Europe, gain (loss)
   on disposition of other real estate investments and real estate facilities,
   casualty (loss) gain, foreign currency exchange (loss) gain and minority
   interest in income...........................................             644,089             410,936             327,531

Equity in earnings of real estate entities......................              20,391              12,738              11,895
Gain on disposition of an interest in Shurgard Europe (Note 3)..             344,685                   -                   -
Gain (loss) on disposition of other real estate investments and
   real estate facilities.......................................              (8,140)              2,547               2,177
Casualty (loss) gain............................................                (525)              2,665                   -
Foreign currency exchange (loss) gain...........................             (25,362)             58,444               4,262
 Minority interest in income....................................             (38,696)            (29,543)            (31,883)
                                                                        -------------       -------------       --------------
Income from continuing operations...............................             936,442             457,787             313,982
Cumulative effect of a change in accounting principle...........                   -                   -                 578
Discontinued operations.........................................              (1,266)               (252)               (534)
                                                                        -------------       -------------       --------------
Net income......................................................        $    935,176        $    457,535        $    314,026
                                                                        =============       =============       ==============
Net income allocated to (from):
-------------------------------
   Preferred shareholders based on distributions paid ..........        $    239,721        $    236,757        $    214,218
   Preferred shareholders based on redemptions (Note 8).........             (33,851)                  -              31,493
   Equity Shares, Series A......................................              21,199              21,424              21,424
   Common shareholders..........................................             708,107             199,354              46,891
                                                                        -------------       -------------       --------------
                                                                        $    935,176        $    457,535        $    314,026
                                                                        =============       =============       ==============
Net income per common share - basic
   Continuing operations........................................        $       4.22        $       1.18        $       0.33
   Discontinued operations......................................               (0.01)                  -                   -
                                                                        -------------       -------------       --------------
                                                                        $       4.21        $       1.18        $       0.33
                                                                        =============       =============       ==============
Net income per common share - diluted
   Continuing operations........................................        $       4.20       $        1.17       $        0.33
   Discontinued operations......................................               (0.01)                  -                   -
                                                                        -------------       -------------       --------------
                                                                        $       4.19        $       1.17        $       0.33
                                                                        =============       =============       ==============
Net income per depositary share of Equity Shares, Series A (basic
   and diluted) ................................................        $       2.45        $       2.45        $       2.45
                                                                        =============       =============       ==============
Basic weighted average common shares outstanding................             168,250             169,342             142,760
                                                                        =============       =============       ==============
Diluted weighted average common shares outstanding..............             168,883             170,147             143,715
                                                                        =============       =============       ==============
Weighted average shares of Equity Shares, Series A (basic and
   diluted) ....................................................               8,652               8,744               8,744
                                                                        =============       =============       ==============


                           See accompanying notes.
                                      F-3




                                 PUBLIC STORAGE
               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY For
          each of the three years in the period ended December 31, 2008
           (Amounts in thousands, except share and per share amounts)




                                                                        Cumulative
                                                                         Preferred     Common       Paid-in      Cumulative
                                                                          Shares       Shares       Capital      Net Income
                                                                      -------------   ---------- -------------  ------------
                                                                                                    
 Balances at December 31, 2005......................................   $ 2,498,400    $  12,809  $  2,430,671   $ 3,189,266
    Issuance of Cumulative Preferred Shares (52,500 shares) ........     1,312,500            -       (39,932)            -
    Redemption of Cumulative Preferred Shares (38,236 shares).......      (955,900)           -             -             -
    Issuance of common shares (41,054,904 shares) (Note 8) .........             -        4,106     3,267,564             -
    Stock option and restricted share unit expense (Note 10)........             -            -         3,204             -
    Net income......................................................             -            -             -       314,026
    Distributions to shareholders:
      Cumulative Preferred Shares...................................             -            -             -             -
      Equity Shares, Series A ($2.45 per share).....................             -            -             -             -
      Common Shares ($2.00 per share)...............................             -            -             -             -
    Other comprehensive income (loss): Currency translation
     adjustments (Note 2)...........................................             -            -             -             -
                                                                      -------------   ---------- -------------  ------------
 Balances at December 31, 2006......................................     2,855,000       16,915     5,661,507     3,503,292
    Issuance of Cumulative Preferred Shares (26,900 shares) ........       672,500            -       (20,608)            -
    Issuance of common shares (278,008 shares) (Note 8) ............             -           28         8,429             -
    Stock option and restricted share unit expense (Note 10)........             -            -         4,647             -
    Net income......................................................             -            -             -       457,535
    Distributions to shareholders:
      Cumulative Preferred Shares...................................             -            -             -             -
      Equity Shares, Series A ($2.45 per share).....................             -            -             -             -
      Common Shares ($2.00 per share)...............................             -            -             -             -
    Other comprehensive income (loss): Currency translation
     adjustments (Note 2)...........................................             -            -             -             -
                                                                      -------------   ---------- -------------  ------------
 Balances at December 31, 2007......................................     3,527,500       16,943     5,653,975     3,960,827
    Repurchase of Cumulative Preferred Shares (852,378 shares) (Note
    8)..............................................................      (103,173)           -        36,294             -
    Repurchase of Equity Shares, Series A (367,000 shares) (Note 8).             -            -        (7,707)            -
    Issuance of common shares (377,453 shares) (Note 8) ............             -           38        10,852             -
    Repurchase of common shares (1,520,196 shares) (Note 8).........             -         (152)     (111,751)            -
    Stock option and restricted share unit expense (Note 10)........             -            -         8,430             -
    Net income......................................................             -            -             -       935,176
    Distributions to shareholders:
      Cumulative Preferred Shares...................................             -            -             -             -
      Equity Shares, Series A ($2.45 per share).....................             -            -             -             -
      Common Shares ($2.80 per share)...............................             -            -             -             -
    Other comprehensive income (loss): Currency translation
     adjustments (Note 2)...........................................             -            -             -             -
                                                                      -------------   ---------- -------------  ------------
 Balances at December 31, 2008......................................   $ 3,424,327    $  16,829  $  5,590,093   $ 4,896,003
                                                                      =============   ========== =============  ============





                                                                                          Accumulated
                                                                                             Other            Total
                                                                          Cumulative     Comprehensive    Shareholders'
                                                                         Distributions   Income (Loss)       Equity
                                                                        --------------- ---------------  --------------
                                                                                                
 Balances at December 31, 2005......................................    $  (3,314,137)   $           -   $   4,817,009
    Issuance of Cumulative Preferred Shares (52,500 shares) ........                -                -       1,272,568
    Redemption of Cumulative Preferred Shares (38,236 shares).......                -                -        (955,900)
    Issuance of common shares (41,054,904 shares) (Note 8) .........                -                -       3,271,670
    Stock option and restricted share unit expense (Note 10)........                -                -           3,204
    Net income......................................................                -                -         314,026
    Distributions to shareholders:
      Cumulative Preferred Shares...................................         (214,218)               -        (214,218)
      Equity Shares, Series A ($2.45 per share).....................          (21,424)               -         (21,424)
      Common Shares ($2.00 per share)...............................         (298,219)               -        (298,219)
    Other comprehensive income (loss): Currency translation
     adjustments (Note 2)...........................................                -           19,329          19,329
                                                                        --------------- ---------------  --------------
 Balances at December 31, 2006......................................       (3,847,998)          19,329       8,208,045
    Issuance of Cumulative Preferred Shares (26,900 shares) ........                -                -         651,892
    Issuance of common shares (278,008 shares) (Note 8) ............                -                -           8,457
    Stock option and restricted share unit expense (Note 10)........                -                -           4,647
    Net income......................................................                -                -         457,535
    Distributions to shareholders:
      Cumulative Preferred Shares...................................         (236,757)               -        (236,757)
      Equity Shares, Series A ($2.45 per share).....................          (21,424)               -         (21,424)
      Common Shares ($2.00 per share)...............................         (340,002)               -        (340,002)
    Other comprehensive income (loss): Currency translation
     adjustments (Note 2)...........................................                -           30,736          30,736
                                                                        --------------- ---------------  --------------
 Balances at December 31, 2007......................................       (4,446,181)          50,065       8,763,129
    Repurchase of Cumulative Preferred Shares (852,378 shares) (Note
    8)..............................................................                -                -         (66,879)
    Repurchase of Equity Shares, Series A (367,000 shares) (Note 8).                -                -          (7,707)
    Issuance of common shares (377,453 shares) (Note 8) ............                -                -          10,890
    Repurchase of common shares (1,520,196 shares) (Note 8).........                -                -        (111,903)
    Stock option and restricted share unit expense (Note 10)........                -                -           8,430
    Net income......................................................                -                -         935,176
    Distributions to shareholders:
      Cumulative Preferred Shares...................................         (239,721)               -        (239,721)
      Equity Shares, Series A ($2.45 per share).....................          (21,199)               -         (21,199)
      Common Shares ($2.80 per share)...............................         (472,756)               -        (472,756)
    Other comprehensive income (loss): Currency translation
     adjustments (Note 2)...........................................                -          (81,996)        (81,996)
                                                                        --------------- ---------------  --------------
 Balances at December 31, 2008......................................    $  (5,179,857)   $     (31,931)  $   8,715,464
                                                                        =============== ===============  ==============


                           See accompanying notes.
                                      F-4




                                 PUBLIC STORAGE
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
       For each of the three years in the period ended December 31, 2008
                             (Amounts in thousands)



                                                                                         2008            2007           2006
                                                                                    -------------   -------------   -------------
Cash flows from operating activities:
                                                                                                           
   Net income..................................................................     $   935,176     $   457,535     $   314,026
   Adjustments to reconcile net income to net cash provided by operating
     activities:
    Gain on disposition of an interest in Shurgard Europe (Note 3).............        (344,685)              -               -
    Loss (gain) on disposition of other real estate investments including
       amounts in discontinued operations (Note 4).............................           8,140          (6,883)         (4,547)
    Depreciation and amortization including amounts in discontinued
       operations...........................................................            414,201         622,894         438,218
    Distributions received from real estate entities in excess of equity in
       earnings.............................................................             23,064          10,868           5,804
    Foreign currency exchange loss (gain)...................................             25,362         (58,444)         (4,262)
    Minority interest in income in excess of distributions paid to other
       minority interests...................................................             20,980           9,496          15,583
    Adjustments for stock-based compensation, amortization of note premium,
       and other............................................................            (22,983)         (7,861)        (11,682)
                                                                                    -------------   -------------   -------------
       Total adjustments....................................................            124,079         570,070         439,114
                                                                                    -------------   -------------   -------------
       Net cash provided by operating activities............................          1,059,255       1,027,605         753,140
                                                                                    -------------   -------------   -------------
Cash flows from investing activities:
    Capital improvements to real estate facilities .........................            (76,311)        (69,102)        (79,326)
    Construction in process.................................................            (74,611)       (122,320)       (110,868)
    Acquisition of real estate facilities...................................            (31,608)        (72,787)        (98,954)
    Acquisition of interest in unconsolidated entities......................            (11,961)              -               -
    Acquisition of minority interests.......................................                  -               -         (62,300)
    Proceeds from the disposition of interest in Shurgard Europe (Note 3)...            609,059               -               -
    Deconsolidation of Shurgard Europe (Note 3).............................            (34,588)              -               -
    Investment in Shurgard Europe...........................................            (54,702)              -               -
    Merger with Shurgard Storage Centers, Inc...............................                  -               -        (137,261)
    Proceeds from sales of other real estate investments....................              2,227           8,708          14,545
    Sale of real estate investments to affiliates (Note 7)..................                  -           4,909               -
    Other investing activities..............................................             12,513         (11,284)            534
                                                                                    -------------   -------------   -------------
       Net cash provided by (used in) investing activities..................            340,018        (261,876)       (473,630)
                                                                                    -------------   -------------   -------------
Cash flows from financing activities:
    Principal payments on notes payable.....................................            (62,877)       (508,942)       (696,557)
    Issuance of mortgage note payable.......................................             12,750               -               -
    Net (repayments) borrowings on bank credit facilities...................                  -        (345,000)        345,000
    Proceeds from borrowing on debt of Existing European Joint Ventures.....             14,654          54,081          28,891
    Contributions received from European minority interests.................                  -               -          15,800
    Net proceeds from the issuance of common shares.........................             10,890           8,457          85,369
    Net proceeds from the issuance of cumulative preferred shares...........                  -         651,892       1,272,568
    Repurchases of common shares............................................           (111,903)              -               -
    Redemption of cumulative preferred shares...............................            (66,879)       (302,150)       (826,250)
    Repurchases of Equity Shares, Series A..................................             (7,707)              -               -
    Issuance of preferred partnership interests.............................                  -               -         100,000
    Distributions paid to shareholders......................................           (733,676)       (598,183)       (533,861)
    Distributions paid to holders of preferred partnership interests (Note
       7)...................................................................            (21,612)        (21,612)        (19,055)
                                                                                    -------------   -------------   -------------
       Net cash used in financing activities................................           (966,360)     (1,061,457)       (228,095)
                                                                                    -------------   -------------   -------------
Net increase (decrease) in cash and cash equivalents........................            432,913        (295,728)         51,415
Net effect of foreign exchange translation on cash..........................              2,344           5,488           2,274
Cash and cash equivalents at the beginning of the year......................            245,444         535,684         481,995
                                                                                    -------------   -------------   -------------
Cash and cash equivalents at the end of the year............................        $   680,701     $   245,444     $   535,684
                                                                                    =============   =============   =============


                           See accompanying notes.
                                      F-5



                                 PUBLIC STORAGE
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
       For each of the three years in the period ended December 31, 2008
                             (Amounts in thousands)

                                   (Continued)



                                                                                         2008            2007           2006
                                                                                    -------------   -------------   -------------
Supplemental schedule of non cash investing and financing activities:

   Foreign currency translation adjustment:
                                                                                                           
       Real estate facilities, net of accumulated depreciation...........        $    (90,921)      $ (127,456)     $ (34,696)
       Construction in process...........................................                (957)          (4,623)        (1,373)
       Investment in real estate entities................................              63,495               -               -
       Intangible assets, net............................................              (4,528)          (6,226)        (6,381)
       Loan receivable from Shurgard Europe..............................              66,461                -              -
       Other assets......................................................              (3,742)          (6,219)          (717)
       Notes payable.....................................................              28,912           38,116         17,970
       Accrued and other liabilities.....................................               5,879           13,827          4,237
       Minority interest - other partnership interests...................               7,249            9,740          3,905
       Accumulated other comprehensive (loss) income.....................             (69,504)          88,329         19,329

   Deconsolidation of real estate entities (2008: Shurgard Europe, Note
          3)
       Real estate facilities, net of accumulated depreciation...........           1,693,524           41,409              -
       Construction in process...........................................              10,886                -              -
       Investment in real estate entities................................            (588,801)         (23,079)             -
       Loan receivable from Shurgard Europe..............................            (618,822)               -              -
       Intangible assets, net............................................              78,135            1,816              -
       Other assets......................................................              68,486              344              -
       Notes payable.....................................................            (424,995)         (19,329)             -
       Accrued and other liabilities.....................................            (104,100)            (544)             -
       Minority interest - other partnership interests...................            (148,901)            (682)             -

   Real estate acquired in exchange for assumption of note payable
      and extinguishment of investment....................................            (12,388)               -         (4,590)
   Note payable assumed in connection with the acquisition of real estate.             10,250                -          4,590
   Investment extinguished in exchange for real estate....................              2,138                -              -

   Investment in real estate entities disposed in exchange for other asset              5,300                -              -
   Other asset received in connection with disposal of real estate investment          (5,300)               -              -

   Merger with Shurgard Storage Centers, Inc.:
       Real estate facilities.............................................                  -                -     (4,887,507)
       Construction in process............................................                  -                -        (91,000)
       Intangible assets..................................................                  -                -       (584,165)
       Other assets.......................................................                  -                -        (95,899)
       Accrued and other liabilities......................................                  -                -        190,419
       Minority interest - other partnership interests....................                  -                -        144,196
       Notes payable and bank credit facility.............................                  -                -      2,000,549
       Common shares......................................................                  -                -          3,891
       Paid in  capital...................................................                  -                -      3,182,255

   Consolidation of entities pursuant to Emerging Issues Task Force Topic 04-5
     or in connection with the acquisition of an interest in the Unconsolidated
     Entities:
       Minority interest - other partnership interests....................                  -                -          3,963
       Real estate facilities.............................................                  -          (14,604)       (22,459)
       Investments in real estate entities................................                  -                -         20,846
       Intangible assets..................................................                  -           (1,048)             -
       Other assets.......................................................                  -                -           (167)
       Accrued and other liabilities......................................                  -                -            841
       Notes payable......................................................                  -            6,681              -



                           See accompanying notes.
                                      F-6



                                 PUBLIC STORAGE
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
       For each of the three years in the period ended December 31, 2008
                             (Amounts in thousands)

                                   (Continued)




                                                                                         2008             2007           2006
                                                                                    -------------   -------------   -------------
   Supplemental schedule of non cash investing and financing activities:
                                                                                                                
   Partnership units converted into common shares (Note 7):
       Minority interest..................................................                  -                -           (155)
       Common shares......................................................                  -                -              1
       Paid in  capital...................................................                  -                -            154


                           See accompanying notes.
                                      F-7



                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

1.   Description of the Business
     ---------------------------

          Public Storage, Inc., formerly a California corporation, was organized
     in 1980. Effective June 1, 2007, following approval by our shareholders, we
     reorganized  Public  Storage,  Inc.  into Public  Storage,  a Maryland real
     estate investment trust (referred to herein as "the Company",  "the Trust",
     "we",  "us",  or "our").  Our  principal  business  activities  include the
     acquisition,   development,   ownership  and   operation  of   self-storage
     facilities   which  offer  storage   spaces  for  lease,   generally  on  a
     month-to-month  basis,  for  personal and  business  use. Our  self-storage
     facilities  are located  primarily in the United States  ("U.S.").  We also
     have interests in self-storage facilities located in seven Western European
     countries.

          At December 31, 2008, we had direct and indirect  equity  interests in
     2,012  self-storage  facilities  located in 38 states  operating  under the
     "Public  Storage" name, and 181 self-storage  facilities  located in Europe
     which  operate  under the  "Shurgard  Storage  Centers"  name. We also have
     direct and  indirect  equity  interests  in  approximately  21 million  net
     rentable  square feet of commercial  space located in 11 states in the U.S.
     primarily  operated  by PS  Business  Parks,  Inc.  ("PSB")  under  the "PS
     Business Parks" name.

          Any reference to the number of properties,  square footage,  number of
     tenant reinsurance  policies outstanding and the aggregate coverage of such
     reinsurance policies are unaudited and outside the scope of our independent
     registered public  accounting  firm's audit of our financial  statements in
     accordance  with the standards of the Public Company  Accounting  Oversight
     Board.

2.   Summary of Significant Accounting Policies
     ------------------------------------------

          Basis of Presentation
          ---------------------

          The  consolidated  financial  statements  are  presented on an accrual
     basis in accordance  with U.S.  generally  accepted  accounting  principles
     ("GAAP")  and  include the  accounts  of the  Company and our  consolidated
     subsidiaries.   All  intercompany   balances  and  transactions  have  been
     eliminated in consolidation.

          Certain amounts previously  reported have been reclassified to conform
     to the December 31, 2008 presentation.  In previous presentations,  certain
     cash balances held by our captive  insurance  entities which are restricted
     as to their  use  were  included  in  restricted  cash in our  consolidated
     balance  sheets.  These  restricted  balances  are  reclassified  as "other
     assets."

          The  results of  operations  with  respect  to assets and  liabilities
     acquired on August 22,  2006 in  connection  with the merger with  Shurgard
     Storage  Centers,  Inc.  ("Shurgard"  and  the  merger  referred  to as the
     "Shurgard Merger") are included in our accompanying  consolidated financial
     statements for periods after the acquisition.

          Consolidation Policy
          --------------------

          Entities in which we have an interest are first evaluated to determine
     whether,  in accordance  with the  provisions  of the Financial  Accounting
     Standards  Board's  Interpretation  No.  46R,  "Consolidation  of  Variable

                                      F-8


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

     Interest  Entities," they represent  Variable Interest Entities  ("VIE's").
     VIE's in which we are the primary  beneficiary are  consolidated.  Entities
     that are not VIE's that we control are consolidated.

          When we are the  general  partner,  we are  considered  to control the
     partnership unless the limited partners possess  substantial  "kick-out" or
     "participative"  rights as defined in Emerging  Issues Task Force Statement
     04-5 - "Determining  whether a general partner or the general partners as a
     group,  controls a limited  partnership  or similar entity when the limited
     partners have certain rights" ("EITF 04-5").  All significant  intercompany
     balances and transactions have been eliminated.

          The  accounts of the  entities we control,  along with the accounts of
     the VIE's for which we are the  primary  beneficiary,  are  included in our
     consolidated  financial  statements.  We  account  for  our  investment  in
     entities that we do not  consolidate  using the equity method of accounting
     or, if we do not have the ability to exercise significant influence over an
     investee,  the cost method of accounting.  Changes in consolidation  status
     are reflected  effective the date the change of control or determination of
     primary  beneficiary status occurred,  and previously  reported periods are
     not restated. The entities that we consolidate during the periods, to which
     the reference  applies,  are referred to hereinafter  as the  "Consolidated
     Entities." The entities that we have an interest in but do not  consolidate
     during  the  periods,  to which the  reference  applies,  are  referred  to
     hereinafter as the "Unconsolidated Entities."

          Collectively,  at December 31, 2008, the Company and the  Consolidated
     Entities own a total of 2,002 real estate  facilities,  consisting of 1,993
     self-storage  facilities in the U.S., one self-storage  facility in London,
     England and eight commercial facilities in the U.S.

          At December 31, 2008,  the  Unconsolidated  Entities are  comprised of
     PSB,  Shurgard  Europe,  as well  as  various  limited  and  joint  venture
     partnerships  (referred  to as the "Other  Investments").  At December  31,
     2008,  PSB  owns   approximately  19.6  million  rentable  square  feet  of
     commercial  space,  Shurgard  Europe  has  interests  in  180  self-storage
     facilities  in Europe with 9.5 million net rentable  square  feet,  and the
     Other Investments own in aggregate 19 self-storage facilities in the U.S.

          Use of Estimates
          ----------------

          The preparation of the consolidated financial statements in conformity
     with GAAP requires management to make estimates and assumptions that affect
     the  amounts  reported  in  the  consolidated   financial   statements  and
     accompanying notes. Actual results could differ from those estimates.

          Income Taxes
          ------------

          For all taxable years  subsequent  to 1980,  the Company has qualified
     and  intends  to  continue  to qualify as a real  estate  investment  trust
     ("REIT"),  as defined in Section 856 of the  Internal  Revenue  Code.  As a
     REIT, we do not incur federal or  significant  state tax on that portion of
     our taxable income which is distributed to our shareholders,  provided that
     we meet  certain  tests.  We believe we have met these tests  during  2008,
     2007, and 2006 and, accordingly,  no provision for federal income taxes has
     been made in the accompanying  consolidated  financial statements on income
     produced and distributed on real estate rental operations. Our taxable REIT
     subsidiaries are subject to regular  corporate tax on their taxable income,
     and such  corporate  taxes are presented in ancillary cost of operations in
     our accompanying  consolidated statements of income. We also are subject to
     certain   state  income   taxes,   which  are   presented  in  general  and
     administrative  expense  in our  accompanying  consolidated  statements  of
     income.

          We adopted the  provisions  of Financial  Accounting  Standards  Board
     ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes
     - an  interpretation  of FASB  Statement No. 109" ("FIN 48"), on January 1,
     2007.  FIN 48 clarifies  the  accounting  for  uncertainty  in income taxes
     recognized in an enterprise's  financial  statement in accordance with FASB
     Statement 109,  "Accounting for Income Taxes", and prescribes a recognition
     threshold and measurement process for financial  statement  recognition and
     measurement  of a tax  position  taken  or  expected  to be  taken in a tax
     return.  FIN 48 also provides  guidance on  derecognition,  classification,
     interest and  penalties,  accounting in interim  periods,  disclosures  and
     transition.

          Based  on  our  evaluation,  we  have  concluded  that  there  are  no
     significant  uncertain tax positions requiring recognition in our financial

                                      F-9


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

     statements.  Our  evaluation was performed for the tax years ended December
     31,  2005,  2006,  2007 and 2008,  the tax years  which  remain  subject to
     examination by major tax jurisdictions as of December 31, 2008.

          Financial Instruments
          ---------------------

          We have  estimated the fair value of our financial  instruments  using
     available  market  information  and  appropriate  valuation  methodologies.
     Considerable  judgment is required in  interpreting  market data to develop
     estimates  of market  value.  Accordingly,  estimated  fair  values are not
     necessarily  indicative  of the  amounts  that could be realized in current
     market exchanges.

          For  purposes of  financial  statement  presentation,  we consider all
     highly liquid financial instruments such as short-term treasury securities,
     money  market funds with daily  liquidity  and a rating in excess of AAA by
     Standard and Poor's,  or investment grade short-term  commercial paper with
     remaining  maturities of three months or less at the date of acquisition to
     be  cash  equivalents.  Any  such  cash  and  cash  equivalents  which  are
     restricted from general corporate use (restricted cash) due to insurance or
     other regulations, or based upon contractual requirements,  are included in
     other assets.

          Due to the short period to maturity of our cash and cash  equivalents,
     accounts  receivable  and other  financial  instruments  included  in other
     assets, and accrued and other  liabilities,  we believe the carrying values
     as presented on the consolidated balance sheets are reasonable estimates of
     fair value.

          Financial assets that are exposed to credit risk consist  primarily of
     cash and cash  equivalents,  notes  receivable from  affiliate,  as well as
     accounts  receivable and restricted cash which are included in other assets
     on our accompanying  consolidated balance sheets. Cash and cash equivalents
     and  restricted  cash,  consisting  of  short-term  investments,  including
     commercial  paper,  are only  invested in  investment  instruments  with an
     investment grade rating.  Accounts receivable are not a significant portion
     of  total  assets  and are  comprised  of a large  number  of  individually
     insignificant  customer  balances.  We have a loan receivable from Shurgard
     Europe totaling $552,361,000 at December 31, 2008. Although there can be no
     assurance,  we believe that Shurgard  Europe has  sufficient  liquidity and
     collateral,  and we have sufficient  creditor rights, such that credit risk
     is  minimal.  In  addition,  we  believe  the  interest  rate  on the  loan
     approximates the market rate for loans with similar credit  characteristics
     and  tenor.  Accordingly,  we  believe  the  carrying  value  of  the  loan
     approximates  fair based on these  characteristics  and other  market data,
     which represent significant unobservable inputs, which are "Level 3" inputs
     as the term is utilized in SFAS No. 157, "Fair Value  Measurement" (or SFAS
     No. 157).

          At December 31, 2008,  due  primarily  to our  investment  in and loan
     receivable from Shurgard Europe,  our operations and our financial position
     are affected by fluctuations in the exchange rates between the Euro, and to
     a lesser extent, other European currencies, against the U.S. Dollar.

          Real Estate Facilities
          ----------------------

          Real estate facilities are recorded at cost. Costs associated with the
     acquisition,  development,  construction,  renovation  and  improvement  of
     properties  are  capitalized.  Interest,  property  taxes and  other  costs
     associated with  development  incurred during the  construction  period are
     capitalized as building cost. Costs associated with the sale of real estate
     facilities  or  interests  in  real  estate  investments  are  expensed  as
     incurred.  The purchase cost of existing  self-storage  facilities  that we
     acquire are allocated based upon relative fair value of the land,  building
     and tenant intangible components of the real estate facility.  Expenditures
     for  repairs and  maintenance  are  expensed  when  incurred.  Depreciation
     expense is  computed  using the  straight-line  method  over the  estimated
     useful lives of the buildings and improvements,  which generally range from
     5 to 25 years.

                                      F-10


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          Other Assets
          ------------

          Other assets primarily  consists of prepaid  expenses,  investments in
     held-to-maturity debt securities, accounts receivable, interest receivable,
     restricted cash, merchandise inventory held for sale, as well as trucks and
     other  equipment  associated  with our ancillary  operations.  Other assets
     included a total of $56,714,000  related to Shurgard Europe at December 31,
     2007, which we deconsolidated effective March 31, 2008 as described in Note
     3.

          Accrued and Other Liabilities
          -----------------------------

          Accrued and other  liabilities  consist primarily of real property tax
     accruals,  tenant prepayments of rents, accrued interest payable, and trade
     payables.  They also include losses and loss adjustment liabilities for our
     own exposures,  as well as estimated losses related to our tenant insurance
     activities,  which  are not  covered  by  third-party  insurance  carriers,
     aggregating  $26,724,000 at December 31, 2008  ($26,643,000 at December 31,
     2007).  In addition,  at December 31, 2007,  accrued and other  liabilities
     included  $100,366,000  related to Shurgard Europe, which we deconsolidated
     effective March 31, 2008 as described in Note 3.

          Goodwill
          --------

          Goodwill represents the excess of acquisition cost over the fair value
     of net tangible and  identifiable  intangible  assets  acquired in business
     combinations.  Each business  combination from which our goodwill arose was
     for the acquisition of single businesses and accordingly, the allocation of
     our  goodwill  to  our  business   segments  is  based   directly  on  such
     acquisitions.  Our goodwill has an indeterminate life. Our goodwill balance
     of $174,634,000 is reported net of accumulated  amortization of $85,085,000
     as of December 31, 2008 and 2007 in our accompanying  consolidated  balance
     sheets.

          We evaluate impairment of goodwill annually by comparing the aggregate
     book value (including  goodwill) of each reporting unit to their respective
     estimated  fair value.  No impairment of our goodwill was identified in our
     annual evaluation at December 31, 2008.

          Intangible Assets
          -----------------

          We acquire finite-lived  intangible assets representing  primarily the
     tenants in place (a "Tenant  Intangible") at the date of the acquisition of
     each respective facility,  and Tenant Intangibles are amortized relative to
     the benefit of the tenants in place to each  period.  At December 31, 2008,
     our Tenant  Intangibles have a net book value of $33,181,000  ($154,921,000
     at  December  31,  2007),  which  is net  of  accumulated  amortization  of
     $336,005,000  ($423,788,000 at December 31, 2007).  During 2008, our Tenant
     Intangibles were increased by approximately $4,528,000 due to the impact of
     changes in foreign currency  exchange rates,  $1,259,000 in connection with
     the acquisition of the remaining  interest we did not own in certain of the
     Other   Investments  (Note  4),  and  $1,766,000  in  connection  with  the
     acquisition  of  self-storage  facilities  (Note 4). On March 31, 2008, our
     Tenant  Intangibles   decreased   approximately   $78,135,000  due  to  the
     deconsolidation of Shurgard Europe, as described more fully in Note 3.

          Amortization expense of $51,158,000, $247,844,000 and $175,944,000 was
     recorded for our Tenant  Intangibles for the years ended December 31, 2008,
     2007 and 2006, respectively.  The estimated future amortization expense for
     our finite-lived intangible assets is as follows:

     2009                                       $     4,928,000
     2010                                             2,742,000
     2011                                             2,430,000
     2012                                             2,350,000
     2013                                             2,232,000
     2014 and beyond                                 18,499,000
                                                ----------------
                                                $    33,181,000
                                                ================

                                      F-11


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          We also have an intangible  representing  the value of the  "Shurgard"
     trade  name,  which is used by  Shurgard  Europe  pursuant  to a  licensing
     agreement  described more fully in Note 3, with a book value of $18,824,000
     at December 31, 2008 and 2007.  The Shurgard  trade name has an  indefinite
     life and, accordingly, we do not amortize this asset but instead analyze it
     on an annual  basis for  impairment.  No  impairments  were  noted from our
     evaluations  in any periods  presented in these  accompanying  consolidated
     financial statements.

          Evaluation of Asset Impairment
          ------------------------------

          We evaluate our real-estate and Tenant Intangibles for impairment on a
     quarterly   basis.  We  first  evaluate  these  assets  for  indicators  of
     impairment,  and if any  indicators of impairment  are noted,  we determine
     whether  the  carrying  value of such  assets is in  excess  of the  future
     estimated undiscounted cash flows attributable to these assets. If there is
     excess  carrying  value  over  such  future  undiscounted  cash  flows,  an
     impairment  charge is booked  for the  excess of  carrying  value  over the
     assets' estimated fair value. Any long-lived assets which we expect to sell
     or otherwise  dispose of prior to their estimated useful life are stated at
     the lower of their  estimated net  realizable  value (less cost to sell) or
     their carrying  value. No impairment was identified from our evaluations in
     any  periods   presented  in  the   accompanying   consolidated   financial
     statements.

          Revenue and Expense Recognition
          -------------------------------

          Rental income,  which is generally  earned pursuant to  month-to-month
     leases for storage space, as well as late charges and administrative  fees,
     are  recognized  as  earned.  Promotional  discounts  are  recognized  as a
     reduction to rental income over the promotional period,  which is generally
     during the first month of  occupancy.  Ancillary  revenues and interest and
     other income is recognized  when earned.  Equity in earnings of real estate
     entities is recognized  based on our ownership  interest in the earnings of
     each of the Unconsolidated Entities.

          We accrue for property tax expense  based upon actual  amounts  billed
     for the  related  time  periods  and, in some  circumstances  due to taxing
     authority assessment timing and disputes of assessed amounts, estimates and
     historical trends. If these estimates are incorrect,  the timing and amount
     of expense recognition could be affected.  Cost of operations,  general and
     administrative  expense,  interest expense,  as well as television,  yellow
     page, and other advertising expenditures are expensed as incurred. Casualty
     losses or gains are  recognized  in the period the casualty  occurs,  based
     upon the  differential  between  the book  value of  assets  destroyed  and
     estimated  insurance  proceeds,  if  any,  that we  expect  to  receive  in
     accordance with our insurance contracts.

          Foreign Currency Exchange Translation
          -------------------------------------

          The  local  currency  is  the  functional  currency  for  the  foreign
     operations for which we have an interest.  Assets and liabilities  included
     on our  consolidated  balance  sheet,  including  our equity  investment in
     Shurgard  Europe,  are translated at  end-of-period  exchange rates,  while
     revenues,  expenses,  and equity in  earnings  of the  related  real estate
     entities, are translated at the average exchange rates in effect during the
     period.  The Euro,  which  represents  the  functional  currency  used by a
     majority  of the  foreign  operations  for which we have an  interest,  was
     translated at an end-of-period  exchange rate of  approximately  1.409 U.S.
     Dollars per Euro at December  31, 2008 (1.472 at December  31,  2007),  and
     average  exchange rates of 1.470 and 1.370 for the years ended December 31,
     2008 and 2007,  respectively.  Equity is translated at historical rates and
     the  resulting  cumulative  translation  adjustments,  to  the  extent  not
     included in net income,  are included as a component of  accumulated  other
     comprehensive income (loss) until the translation adjustments are realized.
     See "Other  Comprehensive  Income" below for further information  regarding
     our foreign currency translation gains and losses.

                                      F-12


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          Fair Value Accounting
          ---------------------

          In 2006,  the FASB issued SFAS No. 157. SFAS No. 157 expands  required
     fair value  disclosures,  whenever other  accounting  standards  require or
     permit fair value  measurements,  including the information used to measure
     fair value, and the effect of fair value measurements on earnings. SFAS No.
     157  clarifies  that fair value is an exit price,  representing  the amount
     that would be received to sell an asset or paid to transfer a liability  in
     an orderly  transaction  between  market  participants,  and  establishes a
     three-tier  fair value  hierarchy,  which  prioritizes  the inputs  used in
     measuring fair value.  The Company adopted SFAS No. 157 on January 1, 2008,
     which had no effect on our financial  position,  operating  results or cash
     flows.

          Loan Receivable from Shurgard Europe
          ------------------------------------

          As of December 31, 2008, we had a loan receivable from Shurgard Europe
     totaling  $552,361,000  ($561,182,000  at  December  31,  2007,  which  was
     eliminated in consolidation).  Effective March 31, 2008, as a result of the
     disposition of an interest in Shurgard Europe (see Note 3), Shurgard Europe
     is no longer consolidated, accordingly, the loan is no longer eliminated in
     consolidation.

          In  connection  with the  disposition,  the  terms  of the  loan  were
     modified and the balance was  increased by  approximately  (euro)10,529,000
     ($16,626,000)  on March 31, 2008 due to the  conversion of a portion of our
     equity  investment  into  intercompany  debt.  The loan bears interest at a
     fixed rate of 7.5% per annum,  and has an initial term of one year expiring
     March 31, 2009, and an additional  one year extension at Shurgard  Europe's
     option. In addition, if Shurgard Europe acquires its partner's interests in
     First Shurgard and Second Shurgard  (collectively,  the "Existing  European
     Joint  Ventures"),  joint  ventures  in  which  Shurgard  Europe  has a 20%
     interest, and is unable to obtain third-party financing,  we have agreed to
     provide  additional loans to Shurgard  Europe,  under the same terms as the
     existing loans, for up to (euro)305  million ($429.9 million as of December
     31, 2008) for the acquisition. Shurgard Europe has no obligation to acquire
     these interests,  and the acquisition of these interests is contingent on a
     number of  items,  including  whether  we  assent  to the  acquisition.  In
     February  2009,  Shurgard  Europe  exercised  their  option to  extend  the
     existing loan and the (euro)305 million commitment through March 31, 2010.

          The loan  receivable  from Shurgard Europe is denominated in Euros and
     is converted to U.S.  Dollars on our balance sheet.  During each applicable
     period,  because  we have  expected  repayment  within  two  years  of each
     respective  balance sheet date, we have been  recognizing  foreign exchange
     rate gains or losses as a result of changes in exchange  rates  between the
     Euro and the U.S.  Dollar  during  each  period in 2008 and  2007.  For the
     period from April 1, 2008 through  December 31, 2008, we recorded  interest
     income of approximately $17,859,000 related to the loan.

          The  $17,859,000 in interest  income reflects the gross amount charged
     to  Shurgard  Europe  totaling   $35,020,000   less  our  portion  totaling
     $17,161,000  which is  reflected  as  equity  in  earnings  of real  estate
     entities rather than interest and other income.

          Other Comprehensive Income
          --------------------------

          We reflect other comprehensive income (loss) for our pro-rata share of
     currency  translation  adjustments  related to the foreign  operations  for
     which we have an interest that is not already recognized in our net income.
     Such other comprehensive  income (loss) is reflected as a direct adjustment
     to "Accumulated  Other  Comprehensive  Income" in the equity section of our
     consolidated  balance sheet,  and is added to our net income in determining
     total comprehensive income for the period.

                                      F-13


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

              The following table reflects the components of our other
     comprehensive (loss) income, and our total comprehensive income, for each
     respective period:



                                                       For the Year Ended December 31,
                                                 ---------------------------------------------
                                                     2008             2007             2006
                                                 -------------    ------------    ------------
                                                           (Amounts in thousands)
                                                                         
     Net income................................  $   935,176      $   457,535     $   314,026
     Other comprehensive income (loss):
        Aggregate foreign currency translation
           adjustments for the period..........      (69,504)          89,180          23,591
        Less: foreign currency translation
           adjustments recognized during the
           period and reflected in "Gain on
           disposition of an interest in
           Shurgard Europe" (Note 3)...........      (37,854)               -               -
        Less: foreign currency translation
           adjustments reflected in net income
           as "Foreign currency loss (gain)"...       25,362          (58,444)         (4,262)
                                                -------------    -------------   -------------
     Other comprehensive (loss) income for the
           period..............................      (81,996)          30,736          19,329
                                                -------------    -------------   -------------
     Total comprehensive income................  $   853,180      $   488,271     $   333,355
                                                =============    =============   =============


          Discontinued Operations
          -----------------------

          We segregate all of our disposed  facilities that have operations that
     can be  distinguished  from the rest of the  Company  (generally,  complete
     self-storage,  commercial or containerized  storage facilities) and will be
     eliminated  from the ongoing  operations  of the Company,  due to a sale or
     facility closure.

          Net Income per Common Share
          ---------------------------

          In computing net income allocated to our common shareholders, we first
     allocate net income to our preferred  shareholders  to arrive at net income
     allocable  to our common  shareholders.  Net income  allocated to preferred
     shareholders  includes dividends declared (or accumulated),  in addition to
     any excess of the cash required to redeem any  preferred  securities in the
     period over the net proceeds from the original  issuance of the  securities
     (or,  if  securities  are  redeemed  for less  than the  original  issuance
     proceeds, income allocated to preferred shareholders is reduced.)

          The remaining net income is allocated  among our regular common shares
     and our Equity  Shares,  Series A based  upon the  dividends  declared  (or
     accumulated) for each security in the period, combined with each security's
     rights to earnings (or losses) that were not distributed to shareholders.

          Basic net  income per share is  computed  using the  weighted  average
     common shares  outstanding.  Diluted net income per share is computed using
     the weighted average common shares outstanding, adjusted for the impact, if
     dilutive,  of stock options and restricted  share units  outstanding  (Note
     10).  There  were  no  securities  outstanding  which  would  have  had  an
     anti-dilutive  effect upon  earnings  per common share in each of the three
     years ended December 31, 2008.


                                      F-14


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          The following  table reflects the components of our earnings per share
     for each respective period:



                                                                                 For the Year Ended December 31,
                                                                         ----------------------------------------------------
                                                                             2008               2007                2006
                                                                         -------------      -------------      --------------
Earnings Per Share:
                                                                                                       
Net income.......................................................        $   935,176         $   457,535        $   314,026

Less net income allocated to preferred shareholders:
   Based on distributions paid...................................           (239,721)           (236,757)          (214,218)
   Allocation of income from (to) preferred shareholders based on
   redemptions of preferred shares (application of EITF Topic D-42)           33,851                   -            (31,493)
                                                                         -------------      -------------      --------------
Total net income allocated to preferred shareholders.............           (205,870)           (236,757)          (245,711)
                                                                         -------------      -------------      --------------
Total net income allocable to common shareholders................         $  729,306          $  220,778         $   68,315
                                                                         =============      =============      ==============
Allocation of net income to common shareholders by class:
      Net income allocable to shareholders of the Equity
       Shares, Series A..........................................         $   21,199          $   21,424         $   21,424
      Net income allocable to common shareholders................            708,107             199,354             46,891
                                                                         -------------      -------------      --------------
                                                                          $  729,306          $  220,778         $   68,315
                                                                         =============      =============      ==============
Weighted average common shares and equivalents outstanding:
   Basic weighted average common shares outstanding..............            168,250             169,342            142,760
   Net effect of dilutive stock options - based on treasury stock
     method using average market price...........................                633                 805                955
                                                                         -------------      -------------      --------------
   Diluted weighted average common shares outstanding............            168,883             170,147            143,715
                                                                         =============      =============      ==============
Basic earnings per common and common equivalent share (a)........        $      4.21         $      1.18        $      0.33
                                                                         =============      =============      ==============
Diluted earnings per common and common equivalent share (a)......        $      4.19         $      1.17        $      0.33
                                                                         =============      =============      ==============


(a) See "Net Income per Common Share" above and the underlying discussion on
Emerging Issues Task Force Topic D-42.

3.   Disposition of an Interest in Shurgard Europe
     ---------------------------------------------

          On March 31, 2008, an institutional  investor  acquired a 51% interest
     in  Shurgard  European  Holdings  LLC,  a  newly  formed  Delaware  limited
     liability  company and the holding company for Shurgard  Europe  ("Shurgard
     Holdings").  Public  Storage  owns the  remaining  49%  interest and is the
     managing member of Shurgard  Holdings.  In exchange for the 51% interest in
     Shurgard  Holdings,  the investor  paid  Shurgard  Holdings an aggregate of
     $613,201,000,  comprised of approximately (euro)383,200,000  ($605,627,000)
     received  on  March  31,  2008  and,  on  June  20,  2008,   an  additional
     (euro)4,797,000  ($7,574,000)  was  received,  representing  the  operating
     results (as defined)  generated by Shurgard  Europe during the three months
     ended March 31, 2008.

          In connection with the disposition,  the loan receivable from Shurgard
     Europe to Public  Storage was modified  (see Note 2 under "Loan  Receivable
     from Shurgard Europe").

          Based  upon  the  provisions  of  Statement  of  Financial  Accounting
     Standards  No. 66 ("FAS  66"),  we have  determined  that this  transaction
     constitutes the partial  disposition of an interest in Shurgard Europe that
     is eligible for full profit  recognition.  We have  evaluated the governing
     documents,    capitalization,    and   other    risk-sharing   and   voting
     characteristics  of  Shurgard  Holdings  and  determined  that it does  not
     represent a variable  interest  entity in accordance with the provisions of
     FASB Interpretation No. 46R, "Consolidation of Variable Interest Entities -
     An Interpretation of ARB No. 51" ("FIN 46R").

                                      F-15


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          The  provisions  of  Emerging  Issues  Task Force  04-5,  "Determining
     Whether a General Partner,  or the General Partners as a Group,  Controls a
     Limited  Partnership  or Similar  Entity  When the  Limited  Partners  Have
     Certain  Rights,"  indicate there is a presumption that the managing member
     of a limited  liability  company  controls  the  company,  unless the other
     member has substantive  "participating" or "kick-out" rights as those terms
     are defined in the  accounting  standard.  Even though we are the  managing
     member,  based  upon  the  terms of the  governing  documents  of  Shurgard
     Holdings,  the  institutional  investor shares with us the  decision-making
     authority  with  respect  to a) the  significant  operating,  capital,  and
     investing  decisions of Shurgard  Europe,  including the  establishment  of
     annual budgets,  and b) the level of  compensation  of, and replacement and
     selection of Shurgard Europe's senior operating  officers.  As a result, we
     have   concluded   that  the   institutional   investor   has   substantive
     participating rights and,  accordingly,  we do not control Shurgard Europe.
     Therefore,  we  have  deconsolidated  the  operations  of  Shurgard  Europe
     effective March 31, 2008.

          As a result of the  deconsolidation of Shurgard Europe, our investment
     in real estate entities  increased by  $588,801,000,  representing  our net
     investment  in  Shurgard  Europe at March 31, 2008  immediately  before the
     transaction.  The  following  adjustments  were  made  to our  consolidated
     balance sheet to reflect the  deconsolidation of our investment in Shurgard
     Europe as of March 31, 2008 (amounts in thousands):

                                                          Total
                                                      --------------
     Real estate facilities, net.................      $(1,693,524)
     Construction in progress....................          (10,886)
     Intangible assets...........................          (78,135)
     Cash........................................          (34,588)
     Loan receivable from Shurgard Europe........           618,822
     Other assets................................          (68,486)
     Notes payable...............................           424,995
     Accrued and other liabilities...............           104,100
     Minority   interest   -  other   partnership
     interests...................................           148,901
                                                      --------------
                                                          $(588,801)
                                                      ==============

          Our  net  proceeds  from  the  transaction  aggregated   $609,059,000,
     comprised  of  $613,201,000  paid  by  the   institutional   investor  less
     $4,142,000 in legal, accounting,  and other expenses incurred in connection
     with the transaction.  As a result of the disposition, we recognized a gain
     of  $306,831,000,  representing  the  difference  between the net  proceeds
     received and the portion of our investment sold.

          In  addition,  as a result  of our  disposition  of this  interest,  a
     portion  of the  cumulative  currency  exchange  gains  we  had  previously
     recognized in Other  Comprehensive  Income with respect to Shurgard  Europe
     was realized.  Accordingly,  we recognized a cumulative  currency  exchange
     gain of $37,854,000,  representing 51% (the portion of Shurgard Europe that
     was sold) of the cumulative  currency exchange gain previously  included in
     Other Comprehensive Income.

          The gain upon  disposition of  $306,831,000  and  associated  realized
     currency  exchange gain totaling  $37,854,000 are both included in the gain
     on disposition  of an interest in Shurgard  Europe of  $344,685,000  in our
     consolidated statement of income for year ended December 31, 2008.

          The results of operations of Shurgard Europe have been included in our
     consolidated statements of income for the three months ended March 31, 2008
     and years ended December 31, 2007 and 2006 (since the Shurgard  Merger date
     of August  22,  2006).  Commencing  April 1,  2008,  our pro rata  share of
     operations  of Shurgard  Europe are  reflected on our  consolidated  income
     statement  under  equity in earnings of real estate  entities.  See Note 5,
     "Investment in Shurgard  Europe" for further  analysis of our earnings from
     Shurgard Europe for the year ended December 31, 2008.

                                      F-16


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

4.       Real Estate Facilities
         ----------------------

          Activity in real estate  facilities  during 2008,  2007 and 2006 is as
     follows:



                                                                      2008               2007              2006
                                                                 ---------------     --------------   ----------------
                                                                               (Amounts in thousands)
Operating facilities, at cost:
                                                                                              
  Beginning balance.......................................        $ 11,658,807       $ 11,261,865      $  5,930,484
  Capital improvements....................................              76,311             69,102            79,326
  Acquisition of real estate facilities from third parties              40,092             71,258           103,544
  Newly developed facilities opened for operations........              93,416            156,751           161,131
   Consolidation of real estate entities .................                   -             14,604            22,459
  Deconsolidation of real estate entities.................                   -            (42,473)                -
   Acquisition of interests in the other investments (Note 5)           12,840                  -                 -
  Acquired in Shurgard Merger.............................                   -                  -         4,887,507
  Disposition of an interest in Shurgard Europe (Note 3)..          (1,766,122)                 -                 -
  Disposition of real estate facilities...................              (1,522)            (4,202)           (7,405)
  Acquisition of minority interests (Note 10).............                   -                  -            50,123
  Impact of foreign exchange rate changes.................              93,200            131,902            34,696
                                                                 ---------------     --------------   ----------------
  Ending balance..........................................          10,207,022         11,658,807        11,261,865
                                                                 ---------------     --------------   ----------------
Accumulated depreciation:
  Beginning balance.......................................          (2,128,225)        (1,754,362)       (1,500,128)
  Depreciation expense....................................            (347,895)          (371,665)         (255,615)
  Disposition of an interest in Shurgard Europe (Note 3)..              72,598                  -                 -
  Deconsolidation of real estate entities.................                   -              1,064                 -
  Disposition of real estate facilities...................                 328              1,184             1,381
  Impact of foreign exchange rate changes.................              (2,279)            (4,446)                -
                                                                 ---------------     --------------   ----------------
  Ending balance..........................................          (2,405,473)        (2,128,225)       (1,754,362)
                                                                 ---------------     --------------   ----------------
Construction in process:
  Beginning balance.......................................              51,972             83,900            57,114
  Current  development (includes $1,998, $4,746, and $2,716
    in  capitalized interest for 2008, 2007, and  2006,
    respectively).........................................              74,611            122,320           110,868
  Newly developed facilities opened for operation.........             (93,416)          (156,751)         (161,131)
  Acquired in Shurgard Merger.............................                   -                  -            91,000
  Disposition of an interest in Shurgard Europe (Note 3)..             (10,886)                 -                 -
  Write off of development costs..........................              (2,898)            (2,120)          (10,354)
  Disposition of real estate facilities...................                   -                  -            (4,970)
   Impact of foreign exchange rate changes................                 957              4,623             1,373
                                                                 ---------------     --------------   ----------------
   Ending balance.........................................              20,340             51,972            83,900
                                                                 ---------------     --------------   ----------------
 Total real estate facilities.............................        $  7,821,889       $  9,582,554      $  9,591,403
                                                                 ===============     ==============   ================


          During 2008,  we completed two newly  developed  facilities at a total
     cost of $13,431,000,  as well as various expansion projects at a total cost
     of $39,972,000 and one expansion project in London, England at a total cost
     of $6,550,000. During 2008, we acquired four self-storage facilities in the
     U.S. from third parties for an aggregate cost of $41,858,000, consisting of
     $31,608,000  in cash and assumed  mortgage debt totaling  $10,250,000.  The
     aggregate  cost was allocated  $40,092,000  to real estate  facilities  and
     $1,766,000 to intangibles, based upon the estimated relative fair values of
     the land, buildings and intangibles.

          We also acquired in 2008 the remaining  interests  that we did not own
     in three facilities previously owned by the Unconsolidated  Entities for an
     aggregate  cost of  $14,099,000,  consisting  of  $11,961,000  in cash  and
     $2,138,000  of  existing  investments.  The  aggregate  cost was  allocated
     $12,840,000 to real estate facilities and $1,259,000 to intangibles,  based
     upon  the  estimated  relative  fair  value  of  the  land,  buildings  and
     intangibles.

                                      F-17


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          Also  in  the  three  months  ended  March  31,  2008,  prior  to  its
     deconsolidation,  Shurgard Europe completed three  development  projects in
     Europe at a total cost of $33,463,000.

          During 2007,  we completed  three  development  and various  expansion
     projects  in the U.S.  at a total  cost of  $66,676,000.  Also in 2007,  we
     completed nine development projects in Europe which in aggregate at a total
     cost of $90,075,000. During 2007, we acquired seven self-storage facilities
     in the U.S. from third  parties for an aggregate  cost of  $72,787,000,  in
     cash;  $71,258,000  was allocated to real estate  facilities and $1,529,000
     was allocated to intangibles, based upon the estimated relative fair values
     of the land, buildings and intangibles.

          Construction  in process at December 31, 2008 includes the development
     costs   relating  to  expansions  to  existing   self-storage   facilities.
     Approximately  $6.8 million  (unaudited) in remaining costs are expected to
     complete these projects.

          During 2008,  2007, and 2006, we received net proceeds from partial or
     complete   facility   disposal   transactions    (primarily    condemnation
     proceedings)    totaling   $2,227,000,    $8,708,000,    and   $14,545,000,
     respectively.  Aggregate gains on disposition were $1,283,000,  $5,690,000,
     and  $3,551,000  in 2008,  2007,  and  2006,  respectively,  of which  nil,
     $4,336,000,  and  $1,374,000  in such gains were  included in  discontinued
     operations.  In addition,  $250,000,  representing the book value of assets
     destroyed, was included in the income statement line-item "caualty loss".

          At December 31, 2008, the adjusted basis of real estate facilities for
     federal tax purposes was approximately $7.5 billion (unaudited).

5.   Investments in Real Estate Entities
     -----------------------------------

          During  2008,  2007,  and  2006,  we  recognized   earnings  from  our
     investments  in real  estate  entities  of  $20,391,000,  $12,738,000,  and
     $11,895,000,  respectively,  and  received  cash  distributions  from  such
     investments,   totaling   $43,455,000,    $23,606,000,   and   $17,699,000,
     respectively.  During 2008, we disposed of one of the Other  Investments in
     exchange  for an other asset valued at  $5,300,000,  and recorded a loss of
     disposition of real estate investments for a total of $9,423,000.

          During 2008, in addition to the impact of earnings recognized and cash
     distributions  received,  our investments in real estate entities increased
     by  $260,919,000,  net, due to (i) the  deconsolidation  of Shurgard Europe
     which  increased  our  investment  by  $286,573,000   and  (ii)  additional
     investments in Shurgard  Europe totaling  $54,702,000,  offset by decreases
     due to (iii) foreign currency translation adjustments totaling $63,495,000,
     (iv) $2,138,000 due to the  acquisition of the remaining  interests that we
     did not own in  certain  of the  Other  Investments  and (v) a  $14,723,000
     reduction due to disposal of an investment in 2008.

          The  following  table sets forth our  investments  in the real  estate
     entities at December 31, 2008 and 2007,  and our equity in earnings of real
     estate  entities  for each of the  three  years  ended  December  31,  2008
     (amounts in thousands):



                                      Investments in Real Estate     Equity in Earnings of Real Estate Entities
                                         Entities at December 31,         for the Year Ended December 31,
                                      ----------------------------   ------------------------------------------
                                          2008          2007           2008          2007          2006
                                      --------------  ------------   ------------ ------------  ---------------
                                                                                  
     PSB                                $   265,650    $   273,717    $  14,325    $  10,502     $   9,764
     Shurgard Europe................        264,145             -         4,134            -             -
     Other Investments..............         14,803         33,026        1,932        2,236         2,131
                                      --------------  ------------   ------------ ------------  ---------------
         Total......................    $   544,598    $   306,743    $  20,391    $  12,738     $  11,895
                                      ==============  ============   ============ ============= ===============


                                      F-18


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          Investment in PSB
          -----------------

          PSB is a REIT traded on the New York Stock Exchange, which controls an
     operating partnership (collectively, the REIT and the operating partnership
     are referred to as "PSB").  At December  31,  2008,  PSB owned and operated
     approximately 19.6 million net rentable square feet of commercial space and
     manages certain of our commercial space.

          We have a 46% common  equity  interest in PSB as of December  31, 2008
     comprised of our  ownership  of 5,418,273  shares of PSB's common stock and
     7,305,355  limited  partnership  units in the  operating  partnership.  The
     limited partnership units are convertible at our option, subject to certain
     conditions,  on a one-for-one  basis into PSB common stock.  Based upon the
     closing price at December 31, 2008 ($44.66 per share of PSB common  stock),
     the shares and units had a market value of approximately  $568.2 million as
     compared to a book value of $265.7 million.

          The following table sets forth selected financial  information of PSB;
     the amounts represent 100% of PSB's balances and not our pro-rata share.



                                                                2008               2007               2006
                                                           ----------------   ---------------   -----------------
                                                                         (Amounts in thousands)
 For the year ended December 31,
 -------------------------------

                                                                                        
   Total revenue........................................   $      284,231     $      271,499     $      242,839
   Costs of operations and other operating expenses.....          (96,541)           (92,277)           (81,717)
   Depreciation and amortization........................          (99,848)           (98,521)           (86,216)
   Discontinued operations, minority interest, and other
      items.............................................          (17,798)           (12,035)           (10,326)
                                                           ----------------   ---------------   -----------------
     Net income.........................................   $       70,044     $       68,666     $       64,580
                                                           ================   ===============   =================





                                                              2008               2007
                                                          ---------------    ---------------
                                                               (Amounts in thousands)
 At December 31,
 ---------------
                                                                       
   Total assets (primarily real estate).................  $    1,469,323     $    1,516,583
   Debt and other liabilities...........................         105,736            111,783
   Equity and minority interests........................       1,363,587          1,404,800


     Investment in Shurgard Europe
     -----------------------------

          At  December  31,  2008 we had a 49%  equity  investment  in  Shurgard
     Europe.  As a result of our disposition of an interest in Shurgard  Europe,
     we deconsolidated Shurgard Europe effective March 31, 2008 (see Note 3).

          For the period of April 1, 2008 through December 31, 2008, we recorded
     an aggregate of  $4,134,000  in equity in earnings of real estate  entities
     with respect to our  investment in Shurgard  Europe.  During the year ended
     December 31,  2008,  our  investment  in Shurgard  Europe was  decreased by
     approximately  $63,495,000 due to the impact of changes in foreign currency
     exchange rates, primarily between the Euro and the U.S. Dollar.

          The  following  table sets forth  selected  financial  information  of
     Shurgard  Europe.  These  amounts are based upon 100% of Shurgard  Europe's
     balances,  rather  than  our pro  rata  share  and are  based  upon  Public
     Storage's historical acquired book basis.


                                      F-19


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          Amounts for all periods are presented,  notwithstanding  that Shurgard
     Europe  was  deconsolidated  effective  March 31,  2008.  Accordingly,  all
     amounts  (net of  intercompany  eliminations)  prior to  April 1,  2008 are
     included in our consolidated financial statements.



                                                               For the Year Ended
                                                                  December 31,
                                                          --------------------------------
                                                              2008                2007
                                                          --------------     -------------
                                                             (Amounts in thousands)

                                                                       
   Self-storage and ancillary revenues..................  $    238,842       $    209,997
   Interest and other income............................         1,192                704
   Self-storage and ancillary cost of operations........      (102,658)           (96,875)
   Trademark license fee payable to Public Storage......        (1,894)                 -
   Depreciation and amortization........................       (93,915)          (123,546)
   General and administrative...........................       (16,098)           (20,291)
   Interest expense on third party debt ................       (23,937)           (22,242)
   Interest expense on loan payable to Public Storage...       (45,528)           (38,733)
   Income (expenses) from foreign currency exchange.....        (4,214)               286
   Discontinued operations..............................          (131)            (1,081)
   Minority interest, including $12,752 and $11,513 in
      depreciation and amortization expense for the
      years ended December 31, 2008 and 2007,
      respectively......................................        10,217              9,389
                                                          --------------     -------------
     Net loss...........................................  $    (38,124)      $    (82,392)
                                                          ==============     =============





                                                        At December 31,    At December 31,
                                                            2008               2007
                                                        ---------------    ---------------
                                                            (Amounts in thousands)

                                                                     
   Total assets (primarily storage facilities)..........  $ 1,521,172      $  1,774,037
   Total debt to third parties..........................      362,352           384,045
   Total debt to Public Storage.........................      552,361           561,182
   Other liabilities....................................       82,247            95,444
   Equity...............................................      524,212           733,366


          Our equity in earnings of Shurgard  Europe for the year ended December
     31, 2008,  totaling  $4,134,000 is comprised of (i) a loss of  $13,640,000,
     representing  our share of  Shurgard  Europe's  $27,836,000  net loss since
     March 31, 2008 and (ii) income of $17,161,000  and $613,000,  respectively,
     representing  our share of the interest  income and trademark  license fees
     received  from  Shurgard  Europe  since  March 31,  2008 (such  amounts are
     presented  as  equity in  earnings  of real  estate  entities  rather  than
     interest and other income).

          Other Investments
          -----------------

          At December 31, 2008,  other  investments  include an aggregate common
     equity ownership of approximately  24% in entities that collectively own 19
     self-storage facilities.

                                      F-20


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          The following table sets forth certain condensed financial information
     (representing  100% of these entities' balances and not our pro-rata share)
     with respect to the 19  facilities  that we have an interest in at December
     31, 2008:

                                              2008        2007          2006
                                           ---------- -----------  -----------
                                                 (Amounts in thousands)
 For the year ended December 31,
 Total revenue........................     $  17,154  $  16,421     $  15,986
 Cost of operations and other expenses        (6,159)    (6,173)       (6,120)
 Depreciation and amortization........        (2,023)    (1,890)       (1,755)
                                           ---------- -----------  -----------
     Net income.......................     $   8,972  $   8,358     $   8,111
                                           ========== ===========  ===========

                                           2008             2007
                                       ------------   ------------
                                          (Amounts in thousands)
 At December 31,
 Total assets (primarily self-storage
     facilities)...................... $    40,168    $  38,250
 Total accrued and other liabilities.          888          299
 Total Partners' equity..............       39,280       37,951

6.   Notes Payable and Line of Credit

          The  carrying  amounts of our notes  payable at December  31, 2008 and
     2007 consist of the following (dollar amounts in thousands):




                                                                              December 31, 2008              December 31, 2007
                                                                         -----------------------------   --------------------------
                                                                            Carrying         Fair          Carrying       Fair
                                                                             amount         value (a)       amount       value (a)
                                                                         -------------   -------------   ------------  ------------
     Unsecured Notes Payable:
                                                                                                           
     5.875%  effective and stated note rate,  interest only and payable
        semi-annually, matures in March 2013...........................  $   200,000     $   197,995     $  200,000    $    199,435
     5.73% effective rate,  7.75% stated note rate,  interest only and
        payable  semi-annually,  matures in  February  2011  (carrying
        amount includes $7,433 of unamortized  premium at December 31,
        2008) ........................................................       207,433         208,903        210,905         216,700

     Secured Notes Payable:

     5.47% average effective rate fixed rate mortgage notes payable,
        secured by 90 real estate facilities with a net book value of
        $579,517 at December 31, 2008 and stated note rates between
        4.95% and 8.75%, maturing at varying dates between January 2009
        and August 2015 (carrying amount includes $5,634 of unamortized
        premium at December 31, 2008) .................................      236,378         243,638         236,897        244,721
     Joint Venture debt................................................            -               -          38,081         38,081
     Shurgard Europe debt..............................................            -               -         384,045        384,045
                                                                         -------------   -------------   ------------  ------------
            Total notes payable........................................   $  643,811      $  650,536     $ 1,069,928     $1,082,982
                                                                         =============   =============   ============  ============


          (a)  Fair values are determined based upon discounting the future cash
               flows  under  each  respective  note  at an  interest  rate  that
               approximates those of loans with similar credit  characteristics,
               term  to  maturity,   and  other  market  data  which   represent
               significant  unobservable  inputs,  which are "Level 3" inputs as
               the term is utilized in SFAS No. 157.

                                      F-21


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          When assumed in connection with property or other acquisitions,  notes
     payable  are  recorded  at their  respective  estimated  fair  values  upon
     acquisition,  based upon  discounting  the future  interest  and  principal
     payments using  estimated  market rates for debt  instruments  with similar
     terms and  ratings.  Any  initial  premium or  discount,  representing  the
     difference  between  the stated note rate and  estimated  fair value on the
     respective date of assumption,  is amortized over the remaining term of the
     notes using the effective  interest method.  During the year ended December
     31, 2008, we assumed mortgage debt totaling  $10,250,000 in connection with
     the acquisition of a real estate facility.  This mortgage debt had a stated
     note balance of  $9,776,000,  and we recorded a premium,  representing  the
     differential  between  the fair value of the  mortgage  note and the stated
     note balance of $474,000.  In addition,  one of the  Consolidated  Entities
     obtained a fixed rate loan for  $12,750,000  during the year ended December
     31, 2008.

          The Joint  Venture  debt  represented  the equity  interest  held by a
     third-party  investor in a partnership which acquired exisiting real estate
     facilities  from us, and  because of our  contractual  right to acquire the
     interest  and our intent and  ability  to do so,  the equity  interest  was
     accounted for as in-substance debt financing.  We exercised our contractual
     right to acquire  this  interest on July 21, 2008 and thereby  extinguished
     this debt.

          Shurgard Europe's debt at December 31, 2007 was comprised primarily of
     debt held by joint ventures in which it had a 20% equity interest. On March
     31, 2008, we deconsolidated  Shurgard Europe and, as a result,  the related
     notes payable are no longer included in our consolidated balance sheet.

          At December 31, 2008, we have a five-year  revolving  credit agreement
     (the "Credit Agreement") which expires on March 27, 2012, with an aggregate
     limit with  respect to  borrowings  and letters of credit of $300  million.
     Amounts drawn on the Credit  Agreement bear an annual interest rate ranging
     from the London  Interbank  Offered Rate ("LIBOR") plus 0.35% to LIBOR plus
     1.00%  depending  on our credit  ratings  (LIBOR plus 0.35% at December 31,
     2008). In addition, we are required to pay a quarterly facility fee ranging
     from 0.10% per annum to 0.25% per annum  depending  on our  credit  ratings
     (0.10% per annum at December 31, 2008). We had no outstanding borrowings on
     our Credit Agreement at December 31, 2007, December 31, 2008 or at March 2,
     2009. At December 31, 2008, we had undrawn standby letters of credit, which
     reduce our borrowing  capability  with respect to our line of credit by the
     amount of the  letters  of credit,  totaling  $17,736,000  ($20,408,000  at
     December 31, 2007).

          Our notes payable and our Credit Agreement each have various customary
     restrictive covenants, all of which have been met at December 31, 2008.

          At December 31, 2008,  approximate  principal  maturities of our notes
     payable are as follows (amounts in thousands):

                                      Unsecured    Mortgage Notes
                                    Notes Payable     Payable         Total
                                  --------------- ---------------- ------------
2009.........................     $     3,600     $     9,130      $   12,730
2010.........................           3,833          11,037          14,870
2011.........................         200,000          27,819         227,819
2012.........................               -          55,575          55,575
2013.........................         200,000          64,976         264,976
Thereafter...................               -          67,841          67,841
                                  --------------- ---------------- ------------
                                  $   407,433     $   236,378      $  643,811
                                  =============== ================ ============
Weighted average effective rate          5.8%            5.5%           5.7%
                                  =============== ================ ============

          See Note 15, "Subsequent  Events," for further  information  regarding
     our cash tender offer for our Unsecured Notes Payable.

                                      F-22


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          We incurred interest expense (including  interest  capitalized as real
     estate) with respect to our notes payable,  capital  leases,  debt to joint
     venture partner and line of credit aggregating $45,942,000, $68,417,000 and
     $35,778,000  for  the  years  ended  December  31,  2008,  2007  and  2006,
     respectively. These amounts were comprised of $50,977,000,  $73,278,000 and
     $38,887,000  in cash paid for the years ended  December 31, 2008,  2007 and
     2006,   respectively,   less  $5,035,000,   $4,861,000  and  $3,109,000  in
     amortization of premium, respectively.

7.   Minority Interest
     -----------------

          In consolidation, we classify ownership interests in the net assets of
     each of the Consolidated Entities, other than our own, as minority interest
     in the  consolidated  financial  statements.  Minority  interest  in income
     consists of the minority  interests' share of the operating  results of the
     Consolidated Entities.

          The following table sets forth our minority  interests at December 31,
     2008 and 2007,  as well as the income  allocated to minority  interests for
     the three years ended December 31, 2008:



                                           Minority interest at         Minority interest in income for the year ended
                                       ---------------------------      ------------------------------------------------
                                       December 31,   December 31,      December 31,     December 31,     December 31,
  Description of Minority Interest         2008          2007              2008             2007             2006
----------------------------------     ------------   ------------      ---------------  --------------   --------------
                                                                  (Amounts in thousands)
                                                                                            
Preferred partnership interests..       $ 325,000      $ 325,000         $     21,612      $    21,612     $     19,055
Shurgard Europe's Joint Ventures.               -        140,385               (2,142)          (9,389)          (3,631)
PS Officers' European Investment.               -          3,520                 (111)            (196)               -
Other Minority Interests ........          39,417         37,783               19,337           17,516           16,459
                                       ------------   ------------      ---------------  --------------   --------------
Total Minority Interests.........       $ 364,417      $ 506,688         $     38,696      $    29,543     $     31,883
                                       ============   ============      ===============  ==============   ==============


          Distributions  paid to minority interests for the years ended December
     31, 2008,  2007 and 2006 were  $39,328,000,  $41,659,000  and  $35,355,000,
     respectively.   In  addition  to  the  impact  of  income   recognized  and
     distributions paid, minority interests increased $7,249,000, $9,740,000 and
     $3,905,000 as a result of the impact of foreign currency translation in the
     years ended December 31, 2008, 2007 and 2006, respectively.

         Preferred Partnership Interests
         -------------------------------

          At  December  31,  2008 and  2007,  our  preferred  partnership  units
     outstanding  were  comprised  of  8,000,000  units of our 6.400%  Series NN
     ($200,000,000 carrying amount,  redeemable March 17, 2010), 1,000,000 units
     of our 6.250% Series Z ($25,000,000 carrying amount, redeemable October 12,
     2009),  and 4,000,000 units of our 7.250% Series J  ($100,000,000  carrying
     amount, redeemable May 9, 2011).

          Subject  to certain  conditions,  the  Series NN  preferred  units are
     convertible  into our  6.40%  Series  NN  Cumulative  Preferred  Shares  of
     beneficial interest,  the Series Z preferred units are convertible into our
     6.25% Series Z Cumulative  Preferred Shares of beneficial  interest and the
     Series J preferred units are convertible into our 7.25% Series J Cumulative
     Preferred Shares of beneficial interest.

          The  holders  of the  Series  Z  preferred  partnership  units  have a
     one-time  option  exercisable  on October  12, 2009 to require us to redeem
     their units for $25,000,000 in cash, plus any unpaid distribution.

                                      F-23


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          Shurgard Europe's Joint Ventures
          --------------------------------

          Shurgard  Europe  has a 20%  equity  interest  in  two  joint  venture
     entities which developed  self-storage  facilities in Europe,  and which we
     determined to be VIE's,  with Shurgard  Europe as the primary  beneficiary.
     The  remaining  80%  equity  interest  in  these  entities  is  owned by an
     unaffiliated   investor.   On  March  31,   2008,   Shurgard   Europe   was
     deconsolidated   (see  Note  3),  reducing  these  minority   interests  by
     $145,492,000  at March 31, 2008.  See Note 5 under  "Investment in Shurgard
     Europe" for  further  historical  information  regarding  Shurgard  Europe,
     including historical income allocated to these minority interests.

          PS Officers' Europe Investment
          ------------------------------

          In 2007,  we sold an  approximately  0.6%  common  equity  interest in
     Shurgard  Europe to various  officers of the Company  (the "PS  Officers"),
     other than our chief  executive  officer.  The  aggregate  sales  price was
     $4,909,000 and was based upon the pro rata net asset value computed  using,
     among other sources,  information  provided by an  independent  third party
     appraisal  firm of the net asset value of  Shurgard  Europe as of March 31,
     2007. In connection with the sale, we recorded a gain of $1,194,000  during
     2007,  representing the excess of the sales proceeds over the book value of
     the interests  sold. For periods  commencing  from the sale of the interest
     through March 31, 2008,  the PS Officers' pro rata share of the earnings of
     Shurgard Europe are reflected in minority interest in income.

          As described in Note 3, on March 31, 2008, we deconsolidated  Shurgard
     Europe and, as a result,  minority  interest was reduced by $3,409,000 with
     respect to the PS Officers'  investment.  See Note 5 under  "Investment  in
     Shurgard  Europe" for further  historical  information  regarding  Shurgard
     Europe.

          Other Minority Interests
          ------------------------

          At  December  31,  2008,  the  Other  Minority  Interests  consist  of
     interests that we do not own in 33 entities  (generally  partnerships) that
     own in aggregate 177 self-storage facilities.

          We estimate  the fair value of the Other  Minority  Interests  of $240
     million at December 31, 2008,  based upon our estimate of the fair value of
     the underlying net assets  (principally  real estate assets),  applying the
     related liquidation provisions of the related partnership agreements.

8.   Shareholders' Equity
     --------------------

          Cumulative Preferred Shares
          ---------------------------

          At  December  31,  2008  and  2007,  we had the  following  series  of
     Cumulative Preferred Shares of beneficial interest outstanding:

                                      F-24


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008




                                                           At December 31, 2008           At December 31, 2007
                                                        -------------------------    ---------------------------
                           Earliest
                          Redemption      Dividend        Shares     Liquidation       Shares       Liquidation
       Series                Date           Rate        Outstanding   Preference     Outstanding     Preference
-----------------       -------------     ----------    ----------- -------------    ------------  -------------
                                                                      (Dollar amounts in thousands)
                                                                                 
Series V                   9/30/07          7.500%         6,900    $   172,500           6,900    $   172,500
Series W                   10/6/08          6.500%         5,300        132,500           5,300        132,500
Series X                  11/13/08          6.450%         4,800        120,000           4,800        120,000
Series Y                    1/2/09          6.850%       750,900         18,772       1,600,000         40,000
Series Z                    3/5/09          6.250%         4,500        112,500           4,500        112,500
Series A                   3/31/09          6.125%         4,600        115,000           4,600        115,000
Series B                   6/30/09          7.125%         4,350        108,750           4,350        108,750
Series C                   9/13/09          6.600%         4,600        115,000           4,600        115,000
Series D                   2/28/10          6.180%         5,400        135,000           5,400        135,000
Series E                   4/27/10          6.750%         5,650        141,250           5,650        141,250
Series F                   8/23/10          6.450%        10,000        250,000          10,000        250,000
Series G                  12/12/10          7.000%         4,000        100,000           4,000        100,000
Series H                   1/19/11          6.950%         4,200        105,000           4,200        105,000
Series I                    5/3/11          7.250%        20,700        517,500          20,700        517,500
Series K                    8/8/11          7.250%        16,990        424,756          18,400        460,000
Series L                  10/20/11          6.750%         8,267        206,665           9,200        230,000
Series M                    1/9/12          6.625%        19,065        476,634          20,000        500,000
Series N                    7/2/12          7.000%         6,900        172,500           6,900        172,500
                                                        ----------- -------------    ------------  -------------
     Total Cumulative Preferred Shares                   887,122    $ 3,424,327       1,739,500    $ 3,527,500
                                                        =========== =============    ============  =============


          The holders of our Cumulative Preferred Shares have general preference
     rights with respect to liquidation and quarterly distributions.  Holders of
     the preferred shares,  except under certain  conditions and as noted below,
     will not be entitled to vote on most matters.  In the event of a cumulative
     arrearage  equal to six  quarterly  dividends or failure to maintain a Debt
     Ratio (as  defined) of 50% or less,  holders of all  outstanding  series of
     preferred  shares  (voting as a single class without regard to series) will
     have the right to elect  two  additional  members  to serve on our Board of
     Trustees  until  events of default  have been cured.  At December 31, 2008,
     there were no dividends in arrears.

          Except   under   certain   conditions   relating   to  the   Company's
     qualification as a REIT, the Cumulative Preferred Shares are not redeemable
     prior the dates  indicated on the table above.  On or after the  respective
     dates,  each  of  the  series  of  Cumulative   Preferred  Shares  will  be
     redeemable,  at the option of the Company,  in whole or in part,  at $25.00
     per  share (or  depositary  shares as the case may be),  plus  accrued  and
     unpaid  dividends.  Holders of the Cumulative  Preferred Shares do not have
     the right to require the Company to redeem such shares.

          Upon  issuance  of  our  Cumulative  Preferred  Shares  of  beneficial
     interest,  we classify the  liquidation  value as  preferred  equity on our
     consolidated  balance sheet with any issuance costs recorded as a reduction
     to paid-in capital.

          During  November  and December  2008,  we  repurchased  certain of our
     Cumulative  Preferred  Shares  in  privately  negotiated   transactions  as
     follows:   Series  Y  -  849,100  Preferred  Shares  at  a  total  cost  of
     $14,091,000,  Series K - 1,409,756  depositary  shares,  each  representing
     1/1,000 of a share of our  Cumulative  Preferred  Shares at a total cost of

                                      F-25


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

     $23,786,000,  Series  L -  933,400  depositary  shares,  each  representing
     1/1,000 of a share of our  Cumulative  Preferred  Shares at a total cost of
     $14,626,000 and Series M - 934,647  depositary  shares,  each  representing
     1/1,000 of a share of our  Cumulative  Preferred  Shares at a total cost of
     $14,375,000.  The carrying value of the shares  repurchased  totaled $100.8
     million  ($103.2  million  liquidation  preference  less  $2.4  million  of
     original  issuance costs)  exceeded the aggregate  repurchase cost of $66.9
     million by  approximately  $33.9 million.  For purposes of determining  net
     income  per share,  income  allocated  to our  preferred  shareholders  was
     reduced by the $33.9 million.

          During  2007,  we issued two series of  Cumulative  Preferred  Shares:
     Series M - issued January 9, 2007, net proceeds  totaling  $484,767,000 and
     Series N - issued July 2, 2007, net proceeds totaling $167,125,000.

          During 2006,  we issued four series of  Cumulative  Preferred  Shares:
     Series H - issued  January 19, 2006,  net proceeds  totaling  $101,492,000,
     Series I - issued May 3, 2006, net proceeds totaling $501,601,000, Series K
     - issued August 8, 2006, net proceeds totaling  $445,852,000 and Series L -
     issued October 20, 2006, net proceeds totaling $223,623,000.

          During  2006,  we  redeemed  our  Series  R and  Series  S  Cumulative
     Preferred Shares at par value plus accrued dividends.  In December 2006, we
     called  for  redemption  our  Series T and  Series U  Cumulative  Preferred
     Shares,  at par. The aggregated  redemption  value of $302,150,000 of these
     two series was classified as a liability at December 31, 2006 and repaid in
     January 2007.

          EQUITY SHARES, SERIES A

          At  December  31,  2008,  we  had   8,377,193  of  depositary   shares
     outstanding, (8,744,193 at December 31, 2007), each representing 1/1,000 of
     an Equity Share,  Series A. During November 2008, we repurchased a total of
     367,000 of our Equity  Shares,  Series A for an aggregate of  approximately
     $7.7 million.  The Equity  Shares,  Series A rank on parity with our common
     shares  and  junior to the  Cumulative  Preferred  Shares  with  respect to
     general preference rights and have a liquidation amount which cannot exceed
     $24.50 per share. Distributions with respect to each depositary share shall
     be the  lesser  of:  (i) five  times the per share  dividend  on our common
     shares or (ii) $2.45 per annum. We have no obligation to pay  distributions
     on  the  depositary   shares  if  no  distributions   are  paid  to  common
     shareholders.

          Except in order to preserve the Company's Federal income tax status as
     a REIT, we may not redeem the  depositary  shares  representing  the Equity
     Shares, Series A before March 31, 2010. On or after March 31, 2010, we may,
     at our option, redeem the depositary shares at $24.50 per depositary share.
     If the Company  fails to preserve its Federal  income tax status as a REIT,
     each of the  depositary  shares  will be  convertible  at the option of the
     shareholder  into .956 common shares.  The depositary  shares are otherwise
     not convertible into common shares.  Holders of depositary shares vote as a
     single class with holders of our common shares on shareholder  matters, but
     the  depositary  shares  have the  equivalent  of  one-tenth  of a vote per
     depositary share.

                                      F-26


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

        COMMON SHARES

          Common Shares
          -------------

          During 2008, 2007 and 2006, activity with respect to our common shares
     was as follows:



                                                2008                        2007                        2006
                                      --------------------------   -------------------------  --------------------------
                                         Shares        Amount        Shares         Amount       Shares        Amount
                                      ------------  ------------   ----------    -----------  -----------   ------------
                                                                (Dollar amounts in thousands)
                                                                                           
Employee stock-based
    compensation (Note 10).......         377,453    $   10,890       278,008    $    8,457     2,135,761    $    85,369
Merger with Shurgard:
    Issuance of common shares....               -             -             -             -    38,913,187      3,116,850
    Conversion of stock options..               -             -             -             -             -         69,296
Conversion of partnership units..               -             -             -             -         5,956            155
Repurchases of common shares.....      (1,520,196)     (111,903)            -             -             -              -
                                      ------------  ------------   ----------    -----------  -----------   ------------
                                       (1,142,743)   $ (101,013)      278,008    $    8,457    41,054,904    $ 3,271,670
                                      ============  ============   ==========    ===========  ===========   ============


          Our Board of Trustees  previously  authorized the repurchase from time
     to time of up to  25,000,000  of our common shares on the open market or in
     privately negotiated  transactions.  On May 8, 2008, such authorization was
     increased to 35,000,000  common shares.  During the year ended December 31,
     2008,  we  repurchased  a total of  1,520,196  of our common  shares for an
     aggregate of  approximately  $111.9 million.  Through December 31, 2008, we
     have  repurchased a total of  23,721,916  of our common shares  pursuant to
     this authorization.

          At December  31, 2008 and 2007,  we had  3,027,544  and  2,298,242  of
     common shares reserved in connection with our share-based  incentive plans,
     respectively,  (see Note 10) and 231,978 shares reserved for the conversion
     of Convertible Partnership Units, respectively.

          Dividends
          ---------

          The unaudited  characterization  of dividends  for Federal  income tax
     purposes is made based upon earnings and profits of the Company, as defined
     by the Internal Revenue Code. Common share dividends totaled $472.8 million
     ($2.80 per share),  $340.0  million  ($2.00 per share),  and $298.2 million
     ($2.00 per share),  for the years ended December 31, 2008,  2007, and 2006,
     respectively.  Equity  Shares,  Series A dividends  totaled  $21.2  million
     ($2.45 per  share),  $21.4  million  ($2.45 per share),  and $21.4  million
     ($2.45 per share),  for the years ended December 31, 2008,  2007, and 2006,
     respectively.  Preferred  share  dividends  pay fixed  rates from 6.125% to
     7.500% with a total  liquidation  amount of  $3,424,327,000 at December 31,
     2008 ($3,527,500,000 at December 31, 2007) and dividends aggregating $239.7
     million, $236.8 million and $214.2 million for the years ended December 31,
     2008, 2007 and 2006, respectively.

          For the tax year ended December 31, 2008, distributions for the common
     shares,  Equity  Shares,  Series A, and all the various series of preferred
     shares were classified as follows:

                                          2008 (unaudited)
                          ---------------------------------------------------
                           1st Quarter  2nd Quarter  3rd Quarter  4th Quarter
                          ------------- -----------  ------------ -----------
Ordinary Income               99.97%       99.65%       99.83%       100.00%
Long-Term Capital Gain         0.03%        0.35%        0.17%         0.00%

Total                        100.00%      100.00%      100.00%       100.00%

          The  ordinary  income  dividends  distributed  for the tax year  ended
     December 31, 2008 do not constitute qualified dividend income.

                                      F-27


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

9.   Related Party Transactions
     --------------------------

          Mr.  Hughes,  the Company's  Chairman of the Board of Trustees and his
     family  (collectively the "Hughes Family") have ownership interests in, and
     operate  approximately  49  self-storage  facilities  in  Canada  using the
     "Public  Storage"  brand  name ("PS  Canada")  pursuant  to a  royalty-free
     trademark license  agreement with the Company.  We currently do not own any
     interests in these  facilities nor do we own any facilities in Canada.  The
     Hughes Family owns  approximately  21% of our common shares  outstanding at
     December 31, 2008. We have a right of first refusal to acquire the stock or
     assets of the corporation  that manages the 49  self-storage  facilities in
     Canada,  if the  Hughes  Family or the  corporation  agrees  to sell  them.
     However, we have no interest in the operations of this corporation, we have
     no right to acquire this stock or assets unless the Hughes  Family  decides
     to sell and we receive no benefit  from the profits and  increases in value
     of the Canadian self-storage facilities.

          We reinsure  risks  relating to loss of goods stored by tenants in the
     self-storage  facilities  in Canada.  During the years ended  December  31,
     2008,  2007  and  2006,  we  received  $768,000,   $906,000  and  $989,000,
     respectively,   in  reinsurance  premiums   attributable  to  the  Canadian
     facilities.  Since our right to provide tenant  reinsurance to the Canadian
     facilities may be qualified, there is no assurance that these premiums will
     continue.

          The  Company  and  Mr.  Hughes  are  co-general  partners  in  certain
     consolidated  partnerships and affiliated  partnerships of the Company that
     are not consolidated.  The Hughes Family owns 47.9% of the voting stock and
     the  Company  holds  46% of the  voting  and  100% of the  nonvoting  stock
     (representing  substantially all the economic  interest) of a private REIT.
     The private REIT owns  limited  partnership  interests  in five  affiliated
     partnerships.  The Hughes Family also owns limited partnership interests in
     certain of these  partnerships and holds securities in PSB. PS Canada holds
     approximately  a 2.4%  interest  in  Stor-RE,  a  consolidated  entity that
     provides  liability and casualty  insurance for PS Canada,  the Company and
     certain  affiliates of the Company,  for occurrences prior to April 1, 2004
     as described below. The Company and the Hughes Family receive distributions
     from  these  entities  in  accordance  with the  terms  of the  partnership
     agreements or other organizational documents.

          From time to time,  the  Company and the Hughes  Family have  acquired
     limited   partnership   units  from  limited   partners  of  the  Company's
     consolidated  partnerships.  In connection with the acquisition in 1998 and
     1999 of a total of 638 limited partnership units by Tamara Hughes Gustavson
     and H-G Family Corp., a company owned by Hughes Family members, the Company
     was granted an option to acquire the limited  partnership units acquired at
     cost,  plus  expenses.  During the  fourth  quarter  of 2008,  the  Company
     exercised  its option to acquire  the units for a total  purchase  price of
     approximately  $239,000.  The  transaction  was approved by the independent
     members of the Board of Trustees  after  considering  that the value of the
     units  had  appreciated  significantly  since  1998  and  1999 and that the
     exercise price for the Company was  substantially  below the prices paid to
     acquire  similar  limited  partner units in third party  transactions.  The
     acquisition was effective January 1, 2009.

10.  Share-Based Compensation
     ------------------------

          Stock Options
          -------------

          We have various  stock option plans  (collectively  referred to as the
     "PS Plans"). Under the PS Plans, non-qualified options have been granted to
     certain  trustees,  officers and key employees to purchase common shares at
     an exercise  price equal to the fair value of the common shares at the date
     of grant.  Fair value,  as denoted below,  is based upon the closing market
     price of our  common  shares  on the  relevant  date.  Stock  options  vest
     generally over a five-year period and expire ten years after issuance.  The
     PS Plans also provide for the grant of restricted  share units to officers,
     key  employees and service  providers on terms  determined by an authorized
     committee of our Board.

                                      F-28


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          We recognize  compensation  expense for stock option grants based upon
     their fair value on the date of grant amortized over the applicable vesting
     period,  net of  estimates  for future  forfeitures.  The fair value of the
     stock options is  determined  utilizing the  Black-Scholes  option  pricing
     model.  This pricing  model  utilizes  several  assumptions,  including the
     estimated  life of the stock  options,  the  average  risk-free  rate,  the
     expected  dividend  yield,  and  expected  volatility,  all  of  which  are
     disclosed in the table below.

          Outstanding  stock options are included on a one-for-one  basis in our
     diluted  weighted  average shares,  less a reduction for the treasury stock
     method,  to the extent  dilutive with respect to each grant,  applied to a)
     the average  cumulative  measured  but  unrecognized  compensation  expense
     during  the  period  and b) the strike  price  proceeds  expected  from the
     employee upon exercise.

          The stock options  outstanding  at December 31, 2008 have an aggregate
     intrinsic  value  of  approximately  $25,692,000,   and  remaining  average
     contractual  lives of approximately  seven years.  The aggregate  intrinsic
     value of  exercisable  stock  options at  December  31,  2008  amounted  to
     approximately  $23,028,000.  Intrinsic  value  includes  only  those  stock
     options whose exercise price is less than the fair value.

          Additional information with respect to stock options during 2008, 2007
     and 2006 is as follows:

                                      F-29


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008




                                                 2008                         2007                         2006
                                      -------------------------   -------------------------   -------------------------
                                                      Weighted                   Weighted                     Weighted
                                                      Average                    Average                       Average
                                        Number        Exercise      Number       Exercise        Number       Exercise
                                          of           Price          of          Price            of           Price
                                        Options      Per Share     Options      Per Share       Options       Per Share
                                      -----------   -----------   ------------  -----------   ------------   ----------
                                                                                             
 Options outstanding January 1         1,689,474        $60.72      1,602,934       $52.08      1,423,146      $41.46
   Granted                             1,025,000         83.71        323,333        91.64      2,208,328       49.67
   Exercised                            (292,309)        36.97       (200,793)       40.58     (2,026,540)      41.99
   Cancelled                             (24,833)        62.21        (36,000)       53.67         (2,000)      52.98
                                      -----------   -----------   ------------  -----------   ------------   ----------
 Options outstanding December 31       2,397,332        $73.42      1,689,474       $60.72      1,602,934      $52.08
                                      ===========   ===========   ============  ===========   ============   ==========
Options exercisable at December 31       889,905        $55.49        911,709       $45.60        856,993      $38.96
                                      ===========   ===========   ============  ===========   ============   ==========





                                                         2008                           2007                         2006
                                                  ---------------------         --------------------            -----------------
 Aggregate options  outstanding at period
 end:
                                                                                                           
    With exercise price less than $45.....              270,925                        491,320                      606,275
    With exercise price from $45 to $65...              388,319                        447,916                      514,024
    With exercise price higher than $65...            1,738,088                        750,238                      482,635
    Range of exercise prices..............          $22.94 to $97.47               $22.94 to $97.47             $22.94 to $96.61

  Stock  option  expense for the year (in
  000's)..................................               $3,038                         $1,347                       $1,173
 Aggregate  intrinsic  value  of  options
 exercised during the year (in 000's).....              $14,183                        $11,326                      $10,791

 Assumptions   used  in  valuing  options
 with the Black-Scholes method:
       Expected life of options in
       years, based upon historical
       experience.........................                   5                               5                            5
       Risk-free interest rate............                2.8%                            4.6%                         4.6%
       Expected  volatility,  based  upon
       historical volatility..............               0.225                           0.228                        0.227
       Expected dividend yield............                7.0%                            7.0%                         7.0%
 Average   estimated   value  of  options
 granted during the year..................               $7.21                           $9.46                        $9.72



          RESTRICTED SHARE UNITS

          Outstanding  restricted  share  units  vest  ratably  over a  five  or
     eight-year period from the date of grant. The employee receives  additional
     compensation   equal  to  the  per-share   dividends   received  by  common
     shareholders  with  respect to  restricted  share units  outstanding.  Such
     compensation  is accounted for as dividends  paid.  Any  dividends  paid on
     units which are  subsequently  forfeited  are expensed.  Upon vesting,  the
     employee  receives  common shares equal to the number of vested  restricted
     share units in exchange for the units.

          The total value of each  restricted  share unit grant,  based upon the
     market price of our common shares at the date of grant,  is amortized  over
     the related service periods,  net of estimates for future  forfeitures,  as
     compensation  expense.  The related  employer  portion of payroll  taxes is
     expensed  as  incurred.  Cash paid to holders  upon  vesting in lieu of the
     issuance  of common  shares,  all of which are for the  unitholder  to meet
     their  statutory  tax  payment  requirement,  is  charged  against  paid in
     capital.

                                      F-30


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          Outstanding restricted share units are included on a one-for-one basis
     in our diluted weighted  average shares,  less a reduction for the treasury
     stock method applied to the average  cumulative  measured but  unrecognized
     compensation expense during the period.

          The fair value of restricted  share units  outstanding at December 31,
     2008 was  approximately  $51,102,000  and had a grant-date  aggregate  fair
     market  value  of  approximately  $53,132,000.  This  $53,132,000,  net  of
     expected forfeitures,  is expected to be recognized as compensation expense
     over  approximately  the next four years.  The  following  table sets forth
     relevant  information with respect to restricted  shares (dollar amounts in
     thousands):



                                                           2008                           2007                         2006
                                               --------------------------    --------------------------   --------------------------
                                                   Number      Grant Date       Number       Grant Date      Number     Grant Date
                                               Of Restricted    Aggregate    Of Restricted    Aggregate   Of Restricted  Aggregate
                                                Share Units    Fair Value     Share Units    Fair Value    Share Units   Fair Value
                                               -------------   ----------    -------------   ----------   ------------- ------------
                                                                                                        
 Restricted Share Units outstanding January 1    608,768         $48,578        616,470      $43,421         299,830      $14,922
   Granted                                       234,975          19,070        187,925       18,860         419,170       33,861
   Vested                                       (129,399)         (8,576)      (112,684)      (6,871)        (71,160)      (3,438)
   Forfeited                                     (84,132)         (5,940)       (82,943)      (6,832)        (31,370)      (1,924)
                                               -------------   ----------    -------------   ----------   ------------- ------------
 Restricted Share Units outstanding
 December 31                                     630,212         $53,132        608,768      $48,578         616,470      $43,421
                                               =============   ==========    =============   ==========   ============= ============
 For vestings occurring during the year:
       Vesting  date  fair  value of  vested
       shares................................            $10,307                        $10,192                         $5,918
       Cash  paid in lieu of  common  shares
       issued................................             $3,591                         $3,317                         $3,105
       Common shares issued upon vesting.....             85,144                         77,215                         47,159

 Restricted Share Unit expense for the year..             $9,553                         $7,164                         $5,136



11.   Segment Information
      -------------------

          Description of Each Reportable Segment
          --------------------------------------

          Our reportable segments reflect significant  operating activities that
     are evaluated separately by management, comprised of the following segments
     which are organized based upon their operating characteristics.

          Our self-storage segment comprises the direct ownership,  development,
     and operation of traditional  self-storage  facilities in the U.S., and the
     ownership of equity interests in entities that own self-storage  facilities
     in the U.S.,  and our interest in the  operations  of a facility in London,
     England.  Our  Shurgard  Europe  segment  comprises  our  interest  in  the
     self-storage and associated  activities owned by Shurgard Europe.  See also
     Note  3 for  a  discussion  of  the  disposition  of an  interest  in,  and
     deconsolidation of, Shurgard Europe effective March 31, 2008.

          Our ancillary segment includes (i) the reinsurance of policies against
     losses to goods  stored by tenants  in our  self-storage  facilities,  (ii)
     retail  operations,   comprised  of  merchandise  sales  and  truck  rental
     operations,  and  (iii)  other  ancillary  operations,  such as  commercial
     property  operations,  containerized  storage, and management of facilities
     for third parties and facilities owned by the Unconsolidated Entities.

                                      F-31


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          Measurement of Segment Income (Loss) and Segment Assets - Self-Storage
          ----------------------------------------------------------------------
          and Ancillary
          -------------

          The  self-storage  and ancillary  segments are evaluated by management
     based upon the net  segment  income of each  segment.  Net  segment  income
     represents  net  income  in  conformity   with  GAAP  and  our  significant
     accounting policies as denoted in Note 2, before interest and other income,
     interest  expense,  and  corporate  general  and  administrative   expense.
     Interest  and  other  income,  interest  expense,   corporate  general  and
     administrative expense, minority interest in income and gains and losses on
     sales of real estate  assets are not  allocated to these  segments  because
     management  does not utilize them to evaluate the results of  operations of
     each segment.  In addition,  there is no presentation of segment assets for
     these  other  segments  because  total  assets  are not  considered  in the
     evaluation of these segments.

          Measurement  of Segment  Income  (Loss) and Segment  Assets - Shurgard
          ----------------------------------------------------------------------
          Europe
          ------

          Shurgard  Europe's  operations are primarily  independent of our other
     segments, with a separate management team that makes the financing, capital
     allocation,  and other significant decisions.  As a result, this segment is
     evaluated by management as a stand-alone business unit. The Shurgard Europe
     segment presentation includes all of the revenues, expenses, and operations
     of  this  business  unit  to  the  extent  consolidated  in  our  financial
     statements,  and for  periods  following  the  deconsolidation  of Shurgard
     Europe,  the  presentation  below  includes  our equity  share of  Shurgard
     Europe's  operations,  the interest and other income received from Shurgard
     Europe, as well as specific general and administrative expense, disposition
     gains,  and foreign  currency  exchange  gains and losses  that  management
     considers in evaluating our investment in Shurgard Europe.  At December 31,
     2007,  assets of Shurgard  Europe  include real estate with a book value of
     approximately  $1.6  billion,  intangible  assets  with  a  book  value  of
     approximately  $87  million,   and  other  assets  with  a  book  value  of
     approximately  $57 million.  At December 31, 2007,  liabilities of Shurgard
     Europe  include loans  payable to us of $561  million,  third party debt of
     $384 million, and accrued and other liabilities of $95 million. At December
     31, 2008, our consolidated balance sheet includes an investment in Shurgard
     Europe  with a book  value of $264.1  million  and a loan  receivable  from
     Shurgard Europe totaling (euro)391.9 million ($552.4 million).

          Presentation of Segment Information
          -----------------------------------

          The following  table  reconciles the  performance of each segment,  in
     terms of  segment  income,  to our  consolidated  net  income  (amounts  in
     thousands):

                                      F-32


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

For the year ended December 31, 2008



                                                                                                   Other Items Not
                                                                       Shurgard                      Allocated to        Total
                                                     Self-Storage       Europe        Ancillary       Segments        Consolidated
                                                     --------------   ------------   ------------- ---------------  --------------
                                                                                   (Amounts in thousands)
Revenues:
                                                                                                      
   Self-storage rental income....................     $  1,526,577     $   54,722      $       -      $       -      $  1,581,299
   Ancillary operating revenue...................                -          4,913        123,240              -           128,153
   Interest and other income.....................                -         18,496              -         17,659            36,155
                                                     --------------   ------------   ------------- ---------------  --------------
                                                         1,526,577         78,131        123,240         17,659         1,745,607
                                                     --------------   ------------   ------------- ---------------  --------------
Expenses:
  Cost of operations (excluding depreciation and
   amortization below):
      Self-storage facilities....................          495,422         24,654              -              -           520,076
      Ancillary operations.......................                -          1,409         59,092              -            60,501
  Depreciation and amortization..................          387,438         23,186          3,564              -           414,188
  General and administrative.....................                -         30,044              -         32,765            62,809
  Interest expense...............................                -          6,597              -         37,347            43,944
                                                     --------------   ------------   ------------- ---------------  --------------
                                                           882,860         85,890         62,656         70,112         1,101,518
                                                     --------------   ------------   ------------- ---------------  --------------
Income (loss) from continuing operations before
   equity in earnings of real estate entities, gain
   on disposition of an interest in Shurgard Europe,
   loss on disposition of other real estate investments,
   casualty loss, foreign currency exchange loss and
   minority interest in (income) loss............          643,717         (7,759)        60,584        (52,453)          644,089

Equity in earnings of real estate entities.......            1,932          4,134         14,325              -            20,391
Gain on disposition of an interest in Shurgard
   Europe........................................                -        344,685              -              -           344,685
Loss on disposition of other real estate
   investments...................................                -              -              -         (8,140)           (8,140)
Casualty loss....................................                -              -              -           (525)             (525)
Foreign currency exchange loss...................                -        (25,362)             -              -           (25,362)
Minority interest in (income) loss...............          (19,226)         2,142              -        (21,612)          (38,696)
                                                     --------------   ------------   ------------- ---------------  --------------
Income (loss) from continuing operations.........          626,423        317,840         74,909        (82,730)          936,442
Discontinued operations..........................                -              -              -         (1,266)           (1,266)
                                                     --------------   ------------   ------------- ---------------  --------------
Net income (loss)................................     $    626,423     $  317,840      $  74,909      $ (83,996)     $    935,176
                                                     ==============   ============   ============= ===============  ==============



                                      F-33


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

For the year ended December 31, 2007



                                                                                                   Other Items Not
                                                                       Shurgard                      Allocated to        Total
                                                     Self-Storage       Europe        Ancillary       Segments        Consolidated
                                                     --------------   ------------   ------------- ---------------  --------------
                                                                                   (Amounts in thousands)
Revenues:
                                                                                                       
   Self-storage rental income....................     $  1,469,947     $  192,507      $        -      $        -     $ 1,662,454
   Ancillary operating revenue...................                -         17,490         123,138               -         140,628
   Interest and other income.....................                -            704               -          10,713          11,417
                                                     --------------   ------------   ------------- ---------------  --------------
                                                         1,469,947        210,701         123,138          10,713       1,814,499
                                                     --------------   ------------   ------------- ---------------  --------------
Expenses:
  Cost of operations (excluding depreciation and
   amortization below):
      Self-storage facilities....................          488,538         91,689               -               -         580,227
      Ancillary operations.......................                -          5,186          72,330               -          77,516
  Depreciation and amortization..................          495,558        123,546           3,296               -         622,400
  General and administrative.....................                -         20,291               -          39,458          59,749
  Interest expense...............................                -         22,242               -          41,429          63,671
                                                     --------------   ------------   ------------- ---------------  --------------
                                                           984,096        262,954          75,626          80,887       1,403,563
                                                     --------------   ------------   ------------- ---------------  --------------
Income (loss) from continuing operations before
   equity in earnings of real estate entities, gain
   on disposition of other real estate investments,
   casualty gain, foreign currency exchange gain and
   minority interest in (income) loss............          485,851        (52,253)         47,512         (70,174)        410,936

Equity in earnings of real estate entities.......            2,236              -          10,502               -          12,738
Gain on disposition of other real estate
   investments...................................                -              -               -           2,547           2,547
Casualty gain....................................            2,665              -               -               -           2,665
Foreign currency exchange gain...................                -         58,444               -               -          58,444
Minority interest in (income) loss...............          (17,320)         9,389               -         (21,612)        (29,543)
                                                     --------------   ------------   ------------- ---------------  --------------
Income (loss) from continuing operations.........          473,432         15,580          58,014         (89,239)        457,787
Discontinued operations..........................                -         (1,081)              -             829            (252)
                                                     --------------   ------------   ------------- ---------------  --------------
Net income (loss)................................     $    473,432     $   14,499      $   58,014      $  (88,410)    $   457,535
                                                     ==============   ============   ============= ===============  ==============



                                      F-34


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

For the year ended December 31, 2006



                                                                                                   Other Items Not
                                                                       Shurgard                      Allocated to        Total
                                                     Self-Storage       Europe        Ancillary       Segments        Consolidated
                                                     --------------   ------------   ------------- ---------------  --------------
                                                                                   (Amounts in thousands)
Revenues:
                                                                                                       
   Self-storage rental income....................     $  1,180,989     $   58,708      $        -      $       -      $ 1,239,697
   Ancillary operating revenue...................                -          5,067         102,503              -          107,570
   Interest and other income.....................                -            308               -         31,491           31,799
                                                     --------------   ------------   ------------- ---------------  --------------
                                                         1,180,989         64,083         102,503         31,491        1,379,066
                                                     --------------   ------------   ------------- ---------------  --------------
Expenses:
  Cost of operations (excluding depreciation and
   amortization below):
      Self-storage facilities....................          398,976         29,934               -              -          428,910
      Ancillary operations.......................                -          2,197          65,150              -           67,347
  Depreciation and amortization..................          375,940         58,426           3,189              -          437,555
  General and administrative.....................                -         10,241               -         74,420           84,661
  Interest expense...............................                -         13,109               -         19,953           33,062
                                                     --------------   ------------   ------------- ---------------  --------------
                                                           774,916        113,907          68,339         94,373        1,051,535
                                                     --------------   ------------   ------------- ---------------  --------------
Income (loss) from continuing operations before
   equity in earnings of real estate entities, gain
   on disposition of other real estate investments,
   foreign currency exchange gain
   and minority interest in (income) loss........          406,073        (49,824)         34,164        (62,882)         327,531

Equity in earnings of real estate entities.......            2,131              -               -          9,764           11,895
Gain on disposition of other real estate
   investments...................................                -              -               -          2,177            2,177
Foreign currency exchange gain...................                -          4,262               -              -            4,262
Minority interest in (income) loss...............          (16,459)         3,631               -        (19,055)         (31,883)
                                                     --------------   ------------   ------------- ---------------  --------------
Income (loss) from continuing operations.........          391,745        (41,931)         34,164        (69,996)         313,982
Cumulative effect of a change in accounting
   principle.....................................                -              -               -            578              578
Discontinued operations..........................                -           (313)              -           (221)            (534)
                                                     --------------   ------------   ------------- ---------------  --------------
Net income (loss)................................     $    391,745     $  (42,244)     $   34,164      $ (69,639)     $   314,026
                                                     ==============   ============   ============= ===============  ==============



                                      F-35


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

12.  Recent Accounting Pronouncements and Guidance
     ---------------------------------------------

     Business Combinations
     ---------------------

          In  December  2007,  the  Financial  Accounting  Standards  Board (the
     "FASB")  issued SFAS No.  141(R) and  requires  the  acquiring  entity in a
     business  combination to measure the assets acquired,  liabilities  assumed
     (including  contingencies) and any  noncontrolling  interests at their fair
     values  on  the   acquisition   date.  The  statement  also  requires  that
     acquisition-related  transaction costs be expensed as incurred and acquired
     research   and   development    value   be   capitalized.    In   addition,
     acquisition-related  restructuring costs are to be capitalized only if they
     meet  certain  criteria.  SFAS No.  141(R) is  effective  for fiscal  years
     beginning  after December 15, 2008. The application of SFAS No.141(R) would
     have  an  impact  on our  results  of  operations  and  financial  position
     beginning  January  1, 2009 to the extent  that we enter into any  business
     combinations in the future.

     Noncontrolling Interests in Consolidated Financial Statements
     -------------------------------------------------------------

          In December  2007, the FASB issued  Statement of Financial  Accounting
     Standards  No. 160,  "Noncontrolling  Interests in  Consolidated  Financial
     Statements,  an amendment of Accounting  Research Bulletin No. 51" (or SFAS
     No.  160).  SFAS No. 160  requires  the  classification  of  noncontrolling
     interests  (formerly,  minority  interests)  as a component  of equity.  In
     addition,  net income  will  include the total  income of all  consolidated
     subsidiaries  with the  attribution  of  earnings  and other  comprehensive
     income  between  controlling  and  noncontrolling  interests  reported as a
     separate disclosure on the face of the consolidated  income statement.  The
     calculation  of  earnings  per share  will  continue  to be based on income
     amounts  attributable to the parent. SFAS No. 160 also addresses accounting
     and  reporting  for a change in  control of a  subsidiary.  SFAS No. 160 is
     effective  for fiscal years  beginning  after  December  15,  2008,  and is
     required  to be  adopted  prospectively,  except for the  presentation  and
     disclosure requirements,  which are required to be adopted retrospectively.
     We are currently  evaluating the impact of the  application of SFAS No. 160
     on our results of operations and financial  position,  and expect that this
     will increase our equity, and decrease minority interests,  $364,417,000 at
     December 31, 2008, with similar adjustments to be reflected for 2007.

13.   Commitments and Contingencies
      -----------------------------

      Brinkley v. Public  Storage,  Inc.  (filed April 2005)  (Superior Court of
      --------------------------------------------------------------------------
      California - Los Angeles County)
      --------------------------------


          The  plaintiff  sued the  Company  on behalf of a  purported  class of
     California  non-exempt  employees based on various California wage and hour
     laws and seeking  monetary  damages and injunctive  relief.  In May 2006, a
     motion  for  class   certification   was  filed  seeking  to  certify  five
     subclasses.   Plaintiff  sought   certification  for  alleged  meal  period
     violations, rest period violations, failure to pay for travel time, failure
     to pay for mileage  reimbursement,  and for wage statement  violations.  In
     October  2006,  the  Court  declined  to  certify  three  out of  the  five
     subclasses.  The Court did,  however,  certify  subclasses based on alleged
     meal period and wage statement violations.  Subsequently, the Company filed
     a motion  for  summary  judgment  seeking  to  dismiss  the  matter  in its
     entirety.  On June 22,  2007,  the  Court  granted  the  Company's  summary
     judgment  motion  as to the  causes of action  relating  to the  subclasses
     certified and dismissed those claims.  The only surviving  claims are those
     relating to the named  plaintiff.  The plaintiff has filed an appeal to the
     Court's June 22, 2007 summary  judgment  ruling.  On October 28, 2008,  the
     Court of Appeals sustained the trial court's ruling.  The plaintiff filed a
     petition for review with the California  Supreme  Court,  which was granted
     but further action in this matter was deferred  pending  consideration  and
     disposition  of a related  issue in Brinker  Restaurant  Corp.  v. Superior
     Court which is currently pending before the California Supreme Court.

      European Joint Venture Arbitration Proceeding
      ---------------------------------------------

              Shurgard Europe holds a 20% interest in each of two joint ventures
     in Europe,  First Shurgard and Second  Shurgard,  that  collectively own 72
     self-storage properties in Europe. On August 24, 2006, the Company, through
     its affiliate, Shurgard Europe, served an exit notice on the European joint
     venture  partners  informing  them  of  its  intention  to  purchase  their
     interests in First Shurgard and Second  Shurgard  pursuant to an early exit
     procedure that the Company believes is provided for in the respective joint

                                      F-36


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

     venture  agreements.  The exit  notice  offered  to pay the  joint  venture
     partners an amount for their interests in accordance with the provisions of
     the joint venture agreements.  The joint venture partners contested whether
     the Company has the right to purchase  its  interests  under the early exit
     procedures of the joint venture  agreements.  On January 17, 2007, Shurgard
     Europe  filed an  arbitration  request  with the  International  Chamber of
     Commerce to compel arbitration of the matter.  The arbitration  proceedings
     occurred from June 30, 2008 through July 3, 2008.

              The  arbitration  panel recently  issued a ruling  concluding that
     Shurgard Europe did not have the right to start the exit  procedures  under
     the early exit provision of joint venture  agreements.  However,  the panel
     held that  Shurgard  Europe did not act  unreasonably  in raising a genuine
     issue and ruled that each party is to bear its own costs.  The  arbitration
     panel's  decision  does not affect  Shurgard  Europe's  ability to exit the
     joint ventures in accordance with the ordinary (as compared to the "early")
     exit  provisions  of the  joint  venture  agreements  if  market  and other
     conditions  make a  termination  of  one or  both  of  the  joint  ventures
     advisable.  The ordinary exit procedure is currently  exercisable for First
     Shurgard and will be exercisable in May 2009 for Second Shurgard.

              Other Items
              -----------

              We are a party to  various  claims,  complaints,  and other  legal
     actions that have arisen in the normal course of business from time to time
     that are not  described  above.  We believe  that it is  unlikely  that the
     outcome of these other pending legal proceedings  including  employment and
     tenant claims,  in the aggregate,  will have a material adverse impact upon
     our operations or financial position.

              Insurance and Loss Exposure
              ---------------------------

              We  have  historically  carried  customary  property,  earthquake,
     general liability and workers compensation coverage through internationally
     recognized insurance carriers,  subject to customary levels of deductibles.
     The aggregate limits on these policies of $75 million for property coverage
     and $102 million for general liability are higher than estimates of maximum
     probable  loss  that  could  occur  from  individual   catastrophic  events
     determined in recent engineering and actuarial studies; however, in case of
     multiple catastrophic events, these limits could be exhausted.

              Our tenant  insurance  program  reinsures a program that  provides
     insurance to certificate  holders against claims for property losses due to
     specific  named  perils  (earthquakes  and floods are not  covered by these
     policies) to goods  stored by tenants at our  self-storage  facilities  for
     individual limits up to a maximum of $5,000. We have third-party  insurance
     coverage  for  claims  paid  exceeding  $1,000,000  resulting  from any one
     individual  event, to a limit of $25,000,000.  At December 31, 2008,  there
     were  approximately  548,000  certificate  holders  participating  in  this
     program in the U.S.  representing  aggregate coverage of approximately $1.2
     billion.  We  rely  on a  third-party  insurance  company  to  provide  the
     insurance  and are subject to licensing  requirements  and  regulations  in
     several  states.  No assurance can be given that this activity can continue
     to be conducted in any given jurisdiction.

              Operating Lease Obligations
              ---------------------------

              We lease trucks, land, equipment and office space. At December 31,
     2008,  the future  minimum  rental  payments  required  under our operating
     leases  for the years  ending  December  31,  are as  follows  (amounts  in
     thousands):

     2009......................................    $   10,466
     2010......................................         7,296
     2011......................................         6,271
     2012......................................         5,854
     2013......................................         5,583
     Thereafter................................        78,238
                                                   -----------
                                                   $  113,708
                                                   ===========

              Expenses under operating leases were approximately  $11.4 million,
     $14.7  million and $9.8 million for each of the three years ended  December
     31,  2008,  respectively.  Certain of our land  leases  include  escalation
     clauses, and we recognize related lease expenses on a straight-line basis.

                                      F-37


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

14.  Supplementary Quarterly Financial Data (unaudited)
     --------------------------------------------------



                                                               Three Months Ended
                                           ------------------------------------------------------------
                                           March 31,       June 30,      September 30,    December 31,
                                             2008            2008            2008             2008
                                           -----------    -----------    -------------   --------------
                                                  (Amounts in thousands, except per share data)
                                                                               
Revenues (a).....................          $  462,764     $  424,138      $  436,890       $  421,815
                                           ===========    ===========    =============   ==============
Cost of operations (excluding
depreciation expense) (a)........          $  205,786     $  189,237      $  149,647       $  142,660
                                           ===========    ===========    =============   ==============
Depreciation expense.............          $  122,486     $   95,383      $   92,031       $  104,288
                                           ===========    ===========    =============   ==============
Gain on  disposition  of an interest in
Shurgard Europe (b)..............          $  344,685     $        -      $        -       $        -
                                           ===========    ===========    =============   ==============
Income from continuing operations (b)      $  515,278     $  133,914      $  138,246       $  149,004
                                           ===========    ===========    =============   ==============
Net income (b)...................          $  515,162     $  133,813      $  137,331       $  148,870
                                           ===========    ===========    =============   ==============
Per Common Share (Note 2):
   Net income -  Basic...........          $     2.67     $     0.41      $     0.43       $     0.71
                                           ===========    ===========    =============   ==============
   Net income -  Diluted.........          $     2.66     $     0.40      $     0.42       $     0.71
                                           ===========    ===========    =============   ==============




                                                               Three Months Ended
                                           ------------------------------------------------------------
                                           March 31,       June 30,      September 30,    December 31,
                                             2007            2007            2007             2007
                                           -----------    -----------    -------------   --------------
                                                  (Amounts in thousands, except per share data)
                                                                               
Revenues (a).....................          $  433,558     $  448,189      $  468,220       $  464,532
                                           ===========    ===========    =============   ==============
Cost of operations (excluding
depreciation expense) (a)........          $  201,325     $  207,661      $  192,193       $  179,984
                                           ===========    ===========    =============   ==============
Depreciation expense.............          $  176,366     $  167,510      $  147,741       $  130,783
                                           ===========    ===========    =============   ==============
Income from continuing operations          $   61,004     $   77,838      $  153,999       $  164,946
                                           ===========    ===========    =============   ==============
Net income.......................          $   59,778     $   77,104      $  152,766       $  167,887
                                           ===========    ===========    =============   ==============
Per Common Share (Note 2):
   Net income (loss) -  Basic....          $   (0.03)     $     0.09      $     0.51       $     0.60
                                           ===========    ===========    =============   ==============
   Net income (loss) -  Diluted..          $   (0.03)     $     0.08      $     0.51       $     0.60
                                           ===========    ===========    =============   ==============


(a)  Revenues and cost of  operations as presented in this table differ from the
     revenue and cost of operations as presented in our quarterly reports due to
     the impact of discontinued operations accounting as described in Note 2.

(b)  Gain  on  disposition  of an  interest  in  Shurgard  Europe,  income  from
     continuing  operations,  net income, and net income per common share differ
     from the  amounts  previously  presented  in our March 31,  2008  financial
     statements.  We recorded a $2,820,000 increase to gain on disposition of an
     interest in Shurgard  Europe in the quarter ended December 31, 2008,  which
     was for the quarter ended March 31, 2008.

15.  Subsequent Events (unaudited)
     -----------------------------

          On February 12, 2009,  we completed a fixed price cash tender offer to
     acquire  any and all of our  Unsecured  Notes  Payable.  A total  of  $96.7
     million  face  amount of our 7.75%  Notes due 2011 and $13.5  million  face
     amount of our 5.875% Notes due 2013,  for an aggregate of $113.1 million in
     cash plus accrued interest were acquired.

                                      F-38


                                 PUBLIC STORAGE
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2008

          On February 27, 2009,  we reached an agreement in principle to acquire
     all of our affiliate's  6.40% Series NN preferred  partnership  units ($200
     million carrying amount) for approximately  $130 million,  plus accrued and
     unpaid  distributions from December 31, 2008 through the closing date. This
     transaction  is expected to result in an  increase in income  allocated  to
     common  shareholders  of  approximately  $70 million for the quarter  ended
     March 31,  2009 based upon  excess of the  carrying  amount over the amount
     paid.  The purchase is subject to  negotiation  and completion of a binding
     agreement,  and  there can be no  assurance  that the  transaction  will be
     completed  or the  timing  thereof,  or that the  terms of any  transaction
     completed will not vary materially from those currently agreed.

          Also on February  27,  2009,  we reached an  agreement in principle to
     acquire all of our affiliate's  6.25% Series Z preferred  partnership units
     ($25 million  carrying  amount) for $25 million.  This should  result in no
     increase in income  allocated to the common  shareholders as they are being
     acquired  at par.  As  described  in Note 7, the  holders  of the  Series Z
     preferred  partnership units have a one-time option  exercisable on October
     12, 2009 to require us to redeem their units for  $25,000,000 in cash, plus
     any unpaid  distributions.  The  purchase  is subject  to  negotiation  and
     completion of a binding  agreement,  and there can be no assurance that the
     transaction  will be completed or the timing thereof,  or that the terms of
     any  transaction  completed will not vary  materially  from those currently
     agreed.

                                      F-39



                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

Self-storage Facilities - United States

                                                                                                        
    1/1/81     Newport News / Jefferson Avenue             -             108            1,071            751              -
    1/1/81     Virginia Beach / Diamond Springs            -             186            1,094            887              -
    8/1/81     San Jose / Snell                            -             312            1,815            428              -
   10/1/81     Tampa / Lazy Lane                           -             282            1,899            782              -
    6/1/82     San Jose / Tully                            -             645            1,579         10,977              -
    6/1/82     San Carlos / Storage                        -             780            1,387            751              -
    6/1/82     Mountain View                               -           1,180            1,182          2,437              -
    6/1/82     Cupertino / Storage                         -             572            1,270            547              -
   10/1/82     Sorrento Valley                             -           1,002            1,343           (774)             -
   10/1/82     Northwood                                   -           1,034            1,522            594              -
   12/1/82     Port/Halsey                                 -             357            1,150           (316)           326
   12/1/82     Sacto/Folsom                                -             396              329            729            323
    1/1/83     Platte                                      -             409              953            533            428
    1/1/83     Semoran                                     -             442            1,882          8,284            720
    1/1/83     Raleigh/Yonkers                             -               -            1,117            642            425
    3/1/83     Blackwood                                   -             213            1,559            424            595
    4/1/83     Vailsgate                                   -             103              990            924            505
    5/1/83     Delta Drive                                 -              67              481            400            241
    6/1/83     Ventura                                     -             658            1,734            359            583
    9/1/83     Southington                                 -             124            1,233            293            546
    9/1/83     Southhampton                                -             331            1,738            798            806
    9/1/83     Webster/Keystone                            -             449            1,688            781            813
    9/1/83     Dover                                       -             107            1,462            776            627
    9/1/83     Newcastle                                   -             227            2,163            576            817
    9/1/83     Newark                                      -             208            2,031            500            746
    9/1/83     Langhorne                                   -             263            3,549            675          1,445
    9/1/83     Hobart                                      -             215            1,491            821            838
    9/1/83     Ft. Wayne/W. Coliseum                       -             160            1,395            560            535
    9/1/83     Ft. Wayne/Bluffton                          -              88              675            328            285
   10/1/83     Orlando J. Y. Parkway                       -             383            1,512            493            622
   11/1/83     Aurora                                      -             505              758            536            341
   11/1/83     Campbell                                    -           1,379            1,849           (280)           474
   11/1/83     Col Springs/Ed                              -             471            1,640            268            554
   11/1/83     Col Springs/Mv                              -             320            1,036            476            441
   11/1/83     Thorton                                     -             418            1,400            305            536
   11/1/83     Oklahoma City                               -             454            1,030          1,110            620
   11/1/83     Tucson                                      -             343              778            896            420
   11/1/83     Webster/Nasa                                -           1,570            2,457          1,938          1,372






                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

Self-storage Facilities - United States

                                                                                            
    1/1/81     Newport News / Jefferson Avenue            108            1,822             1,930           1,698
    1/1/81     Virginia Beach / Diamond Springs           186            1,981             2,167           1,840
    8/1/81     San Jose / Snell                           312            2,243             2,555           2,243
   10/1/81     Tampa / Lazy Lane                          282            2,681             2,963           2,493
    6/1/82     San Jose / Tully                         2,971           10,230            13,201           4,586
    6/1/82     San Carlos / Storage                       780            2,138             2,918           2,018
    6/1/82     Mountain View                            1,046            3,753             4,799           1,659
    6/1/82     Cupertino / Storage                        572            1,817             2,389           1,708
   10/1/82     Sorrento Valley                            651              920             1,571             833
   10/1/82     Northwood                                1,034            2,116             3,150           1,837
   12/1/82     Port/Halsey                                357            1,160             1,517             876
   12/1/82     Sacto/Folsom                               396            1,381             1,777           1,111
    1/1/83     Platte                                     409            1,914             2,323           1,600
    1/1/83     Semoran                                    442           10,886            11,328           4,345
    1/1/83     Raleigh/Yonkers                              -            2,184             2,184           1,619
    3/1/83     Blackwood                                  212            2,579             2,791           2,059
    4/1/83     Vailsgate                                  103            2,419             2,522           1,938
    5/1/83     Delta Drive                                 67            1,122             1,189             870
    6/1/83     Ventura                                    658            2,676             3,334           2,160
    9/1/83     Southington                                123            2,073             2,196           1,648
    9/1/83     Southhampton                               331            3,342             3,673           2,635
    9/1/83     Webster/Keystone                           448            3,283             3,731           2,638
    9/1/83     Dover                                      107            2,865             2,972           2,176
    9/1/83     Newcastle                                  227            3,556             3,783           2,838
    9/1/83     Newark                                     208            3,277             3,485           2,606
    9/1/83     Langhorne                                  263            5,669             5,932           4,551
    9/1/83     Hobart                                     215            3,150             3,365           2,511
    9/1/83     Ft. Wayne/W. Coliseum                      160            2,490             2,650           2,026
    9/1/83     Ft. Wayne/Bluffton                          88            1,288             1,376           1,043
   10/1/83     Orlando J. Y. Parkway                      383            2,627             3,010           2,153
   11/1/83     Aurora                                     505            1,635             2,140           1,260
   11/1/83     Campbell                                 1,379            2,043             3,422           1,579
   11/1/83     Col Springs/Ed                             470            2,463             2,933           1,981
   11/1/83     Col Springs/Mv                             320            1,953             2,273           1,483
   11/1/83     Thorton                                    418            2,241             2,659           1,766
   11/1/83     Oklahoma City                              454            2,760             3,214           2,159
   11/1/83     Tucson                                     343            2,094             2,437           1,517
   11/1/83     Webster/Nasa                             1,570            5,767             7,337           4,460



                                       F-40


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   12/1/83     Charlotte                                   -             165            1,274            581            442
   12/1/83     Greensboro/Market                           -             214            1,653            971            794
   12/1/83     Greensboro/Electra                          -             112              869            420            382
   12/1/83     Columbia                                    -             171            1,318            536            492
   12/1/83     Richmond                                    -             176            1,360            672            468
   12/1/83     Augusta                                     -              97              747            535            324
   12/1/83     Tacoma                                      -             553            1,173            531            487
    1/1/84     Fremont/Albrae                              -             636            1,659            549            532
    1/1/84     Belton                                      -             175              858          1,234            378
    1/1/84     Gladstone                                   -             275            1,799            753            640
    1/1/84     Hickman/112                                 -             257            1,848           (452)           618
    1/1/84     Holmes                                      -             289            1,333            536            455
    1/1/84     Independence                                -             221            1,848            787            609
    1/1/84     Merriam                                     -             255            1,469            676            480
    1/1/84     Olathe                                      -             107              992            489            361
    1/1/84     Shawnee                                     -             205            1,420          1,013            502
    1/1/84     Topeka                                      -              75            1,049            563            356
    3/1/84     Marrietta/Cobb                              -              73              542            540            259
    3/1/84     Manassas                                    -             320            1,556            518            553
    3/1/84     Pico Rivera                                 -             743              807            389            321
    4/1/84     Providence                                  -              92            1,087            531            423
    4/1/84     Milwaukie/Oregon                            -             289              584            441            311
    5/1/84     Raleigh/Departure                           -             302            2,484          1,089            788
    5/1/84     Virginia Beach                              -             509            2,121          1,221            776
    5/1/84     Philadelphia/Grant                          -           1,041            3,262            961            971
    5/1/84     Garland                                     -             356              844            497            360
    6/1/84     Lorton                                      -             435            2,040            895            682
    6/1/84     Baltimore                                   -             382            1,793          1,196            634
    6/1/84     Laurel                                      -             501            2,349          1,166            824
    6/1/84     Delran                                      -             279            1,472            492            573
    6/1/84     Orange Blossom                              -             226              924            299            398
    6/1/84     Cincinnati                                  -             402            1,573            991            672
    6/1/84     Florence                                    -             185              740            647            376
    7/1/84     Trevose/Old Lincoln                         -             421            1,749            650            582
    8/1/84     Medley                                      -             584            1,016          1,030            464
    8/1/84     Oklahoma City                               -             340            1,310            773            652
    8/1/84     Newport News                                -             356            2,395            915          1,013
    8/1/84     Kaplan/Walnut Hill                          -             971            2,359          1,169          1,041







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   12/1/83     Charlotte                                  165            2,297             2,462           1,893
   12/1/83     Greensboro/Market                          214            3,418             3,632           2,842
   12/1/83     Greensboro/Electra                         112            1,671             1,783           1,402
   12/1/83     Columbia                                   171            2,346             2,517           1,957
   12/1/83     Richmond                                   176            2,500             2,676           2,144
   12/1/83     Augusta                                     97            1,606             1,703           1,269
   12/1/83     Tacoma                                     553            2,191             2,744           1,843
    1/1/84     Fremont/Albrae                             636            2,740             3,376           2,302
    1/1/84     Belton                                     175            2,470             2,645           1,829
    1/1/84     Gladstone                                  274            3,193             3,467           2,644
    1/1/84     Hickman/112                                158            2,113             2,271           1,529
    1/1/84     Holmes                                     289            2,324             2,613           1,917
    1/1/84     Independence                               221            3,244             3,465           2,591
    1/1/84     Merriam                                    255            2,625             2,880           2,112
    1/1/84     Olathe                                     107            1,842             1,949           1,480
    1/1/84     Shawnee                                    205            2,935             3,140           2,188
    1/1/84     Topeka                                      75            1,968             2,043           1,491
    3/1/84     Marrietta/Cobb                              73            1,341             1,414           1,026
    3/1/84     Manassas                                   320            2,627             2,947           2,161
    3/1/84     Pico Rivera                                743            1,517             2,260           1,261
    4/1/84     Providence                                  92            2,041             2,133           1,683
    4/1/84     Milwaukie/Oregon                           289            1,336             1,625           1,031
    5/1/84     Raleigh/Departure                          302            4,361             4,663           3,501
    5/1/84     Virginia Beach                             499            4,128             4,627           3,275
    5/1/84     Philadelphia/Grant                       1,040            5,195             6,235           4,230
    5/1/84     Garland                                    356            1,701             2,057           1,282
    6/1/84     Lorton                                     435            3,617             4,052           2,971
    6/1/84     Baltimore                                  382            3,623             4,005           2,849
    6/1/84     Laurel                                     500            4,340             4,840           3,405
    6/1/84     Delran                                     279            2,537             2,816           1,989
    6/1/84     Orange Blossom                             226            1,621             1,847           1,292
    6/1/84     Cincinnati                                 402            3,236             3,638           2,530
    6/1/84     Florence                                   185            1,763             1,948           1,338
    7/1/84     Trevose/Old Lincoln                        421            2,981             3,402           2,372
    8/1/84     Medley                                     520            2,574             3,094           1,680
    8/1/84     Oklahoma City                              339            2,736             3,075           2,096
    8/1/84     Newport News                               356            4,323             4,679           3,404
    8/1/84     Kaplan/Walnut Hill                         971            4,569             5,540           3,577



                                       F-41

                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    8/1/84     Kaplan/Irving                               -             677            1,592          4,764            639
    9/1/84     Cockrell Hill                               -             380              913          1,294            675
   11/1/84     Omaha                                       -             109              806            559            399
   11/1/84     Hialeah                                     -             886            1,784            468            672
   12/1/84     Austin/Lamar                                -             643              947            766            443
   12/1/84     Pompano                                     -             399            1,386            944            698
   12/1/84     Fort Worth                                  -             122              928            103            303
   12/1/84     Montgomeryville                             -             215            2,085            585            776
    1/1/85     Cranston                                    -             175              722            418            267
    1/1/85     Bossier City                                -             184            1,542            770            656
    2/1/85     Simi Valley                                 -             737            1,389            403            520
    2/1/85     Hurst                                       -             231            1,220            377            480
    3/1/85     Chattanooga                                 -             202            1,573          1,069            683
    3/1/85     Portland                                    -             285              941            453            438
    3/1/85     Fern Park                                   -             144            1,107            339            432
    3/1/85     Fairfield                                   -             338            1,187            632            527
    3/1/85     Houston / Westheimer                        -             850            1,179            930              -
    4/1/85     Austin/ S. First                            -             778            1,282            454            711
    4/1/85     Cincinnati/ E. Kemper                       -             232            1,573            384            853
    4/1/85     Cincinnati/ Colerain                        -             253            1,717            744            932
    4/1/85     Florence/ Tanner Lane                       -             218            1,477            575            835
    4/1/85     Laguna Hills                                -           1,224            3,303            513          1,213
    5/1/85     Tacoma/ Phillips Rd.                        -             396            1,204            374            669
    5/1/85     Milwaukie/ Mcloughlin                       -             458              742            470            620
    5/1/85     Manchester/ S. Willow                       -             371            2,129             92            854
    5/1/85     Longwood                                    -             355            1,645            478            669
    5/1/85     Columbus/Busch Blvd.                        -             202            1,559            755            592
    5/1/85     Columbus/Kinnear Rd.                        -             241            1,865            740            771
    5/1/85     Worthington                                 -             221            1,824            677            709
    5/1/85     Arlington                                   -             201            1,497            690            618
    6/1/85     N. Hollywood/ Raymer                        -             967              848            270            515
    6/1/85     Grove City/ Marlane Drive                   -             150            1,157            567            471
    6/1/85     Reynoldsburg                                -             204            1,568            851            598
    7/1/85     San Diego/ Kearny Mesa Rd                   -             783            1,750            488            962
    7/1/85     Scottsdale/ 70th St                         -             632            1,368            484            742
    7/1/85     Concord/ Hwy 29                             -             150              750            610            587
    7/1/85     Columbus/Morse Rd.                          -             195            1,510            559            670
    7/1/85     Columbus/Kenney Rd.                         -             199            1,531            735            598
    7/1/85     Westerville                                 -             199            1,517            932            620
    7/1/85     Springfield                                 -              90              699            557            332







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
    8/1/84     Kaplan/Irving                              673            6,999             7,672           3,568
    9/1/84     Cockrell Hill                              380            2,882             3,262           2,248
   11/1/84     Omaha                                      109            1,764             1,873           1,374
   11/1/84     Hialeah                                    886            2,924             3,810           2,305
   12/1/84     Austin/Lamar                               642            2,157             2,799           1,646
   12/1/84     Pompano                                    399            3,028             3,427           2,264
   12/1/84     Fort Worth                                 122            1,334             1,456           1,031
   12/1/84     Montgomeryville                            215            3,446             3,661           2,678
    1/1/85     Cranston                                   175            1,407             1,582           1,116
    1/1/85     Bossier City                               184            2,968             3,152           2,312
    2/1/85     Simi Valley                                736            2,313             3,049           1,799
    2/1/85     Hurst                                      231            2,077             2,308           1,548
    3/1/85     Chattanooga                                202            3,325             3,527           2,437
    3/1/85     Portland                                   285            1,832             2,117           1,381
    3/1/85     Fern Park                                  144            1,878             2,022           1,434
    3/1/85     Fairfield                                  338            2,346             2,684           1,767
    3/1/85     Houston / Westheimer                       849            2,110             2,959           1,917
    4/1/85     Austin/ S. First                           778            2,447             3,225           1,799
    4/1/85     Cincinnati/ E. Kemper                      232            2,810             3,042           2,074
    4/1/85     Cincinnati/ Colerain                       253            3,393             3,646           2,398
    4/1/85     Florence/ Tanner Lane                      218            2,887             3,105           2,082
    4/1/85     Laguna Hills                             1,223            5,030             6,253           3,935
    5/1/85     Tacoma/ Phillips Rd.                       396            2,247             2,643           1,644
    5/1/85     Milwaukie/ Mcloughlin                      458            1,832             2,290           1,339
    5/1/85     Manchester/ S. Willow                      371            3,075             3,446           2,218
    5/1/85     Longwood                                   355            2,792             3,147           2,136
    5/1/85     Columbus/Busch Blvd.                       202            2,906             3,108           2,178
    5/1/85     Columbus/Kinnear Rd.                       241            3,376             3,617           2,594
    5/1/85     Worthington                                220            3,211             3,431           2,463
    5/1/85     Arlington                                  201            2,805             3,006           2,153
    6/1/85     N. Hollywood/ Raymer                       967            1,633             2,600           1,633
    6/1/85     Grove City/ Marlane Drive                  150            2,195             2,345           1,706
    6/1/85     Reynoldsburg                               204            3,017             3,221           2,318
    7/1/85     San Diego/ Kearny Mesa Rd                  783            3,200             3,983           2,318
    7/1/85     Scottsdale/ 70th St                        632            2,594             3,226           1,875
    7/1/85     Concord/ Hwy 29                            150            1,947             2,097           1,389
    7/1/85     Columbus/Morse Rd.                         195            2,739             2,934           2,083
    7/1/85     Columbus/Kenney Rd.                        199            2,864             3,063           2,191
    7/1/85     Westerville                                305            2,963             3,268           2,211
    7/1/85     Springfield                                 90            1,588             1,678           1,155



                                       F-42


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    7/1/85     Dayton/Needmore Road                        -             144            1,108            560            460
    7/1/85     Dayton/Executive Blvd.                      -             160            1,207            626            569
    7/1/85     Lilburn                                     -             331              969            334            424
    9/1/85     Madison/ Copps Ave.                         -             450            1,150            501            665
    9/1/85     Columbus/ Sinclair                          -             307              893            496            519
    9/1/85     Philadelphia/ Tacony St                     -             118            1,782            407            856
   10/1/85     N. Hollywood/ Whitsett                      -           1,524            2,576            451          1,302
   10/1/85     Portland/ SE 82nd St                        -             354              496            425            380
   10/1/85     Columbus/ Ambleside                         -             124            1,526            253            644
   10/1/85     Indianapolis/ Pike Place                    -             229            1,531            593            856
   10/1/85     Indianapolis/ Beach Grove                   -             198            1,342            520            709
   10/1/85     Hartford/ Roberts                           -             219            1,481          5,937            966
   10/1/85     Wichita/ S. Rock Rd.                        -             501            1,478            468            657
   10/1/85     Wichita/ E. Harry                           -             313            1,050            235            468
   10/1/85     Wichita/ S. Woodlawn                        -             263              905            353            437
   10/1/85     Wichita/ E. Kellogg                         -             185              658             88            261
   10/1/85     Wichita/ S. Tyler                           -             294            1,004            184            530
   10/1/85     Wichita/ W. Maple                           -             234              805             99            313
   10/1/85     Wichita/ Carey Lane                         -             192              674            106            296
   10/1/85     Wichita/ E. Macarthur                       -             220              775            (18)           323
   10/1/85     Joplin/ S. Range Line                       -             264              904            259            465
   10/1/85     San Antonio/ Wetmore Rd.                    -             306            1,079            635            638
   10/1/85     San Antonio/ Callaghan                      -             288            1,016            542            543
   10/1/85     San Antonio/ Zarzamora                      -             364            1,281            753            674
   10/1/85     San Antonio/ Hackberry                      -             388            1,367          2,755          1,001
   10/1/85     San Antonio/ Fredericksburg                 -             287            1,009            855            597
   10/1/85     Dallas/ S. Westmoreland                     -             474            1,670            271            734
   10/1/85     Dallas/ Alvin St.                           -             359            1,266            398            559
   10/1/85     Fort Worth/ W. Beach St.                    -             356            1,252            314            531
   10/1/85     Fort Worth/ E. Seminary                     -             382            1,346            336            552
   10/1/85     Fort Worth/ Cockrell St.                    -             323            1,136            241            515
   11/1/85     Everett/ Evergreen                          -             706            2,294            635          1,076
   11/1/85     Seattle/ Empire Way                         -           1,652            5,348            873          2,198
   12/1/85     Milpitas                                    -           1,623            1,577            439            913
   12/1/85     Pleasanton/ Santa Rita                      -           1,226            2,078            523          1,160
   12/1/85     Amherst/ Niagra Falls                       -             132              701            389            400
   12/1/85     West Sams Blvd.                             -             164            1,159           (221)           383
   12/1/85     MacArthur Rd.                               -             204            1,628            268            638
   12/1/85     Brockton/ Main                              -             153            2,020            (58)           678







                                                                    Gross Carrying Amount
                                                                     At December 31, 2008
     Date                                            -----------------------------------------------   Accumulated
   Acquired                Description                 Land          Buildings           Total        Depreciation
-------------------------------------------------------------------------------------------------------------------

                                                                                           
    7/1/85     Dayton/Needmore Road                      144            2,128             2,272           1,637
    7/1/85     Dayton/Executive Blvd.                    159            2,403             2,562           1,793
    7/1/85     Lilburn                                   330            1,728             2,058           1,301
    9/1/85     Madison/ Copps Ave.                       450            2,316             2,766           1,658
    9/1/85     Columbus/ Sinclair                        307            1,908             2,215           1,350
    9/1/85     Philadelphia/ Tacony St                   118            3,045             3,163           2,199
   10/1/85     N. Hollywood/ Whitsett                  1,524            4,329             5,853           3,182
   10/1/85     Portland/ SE 82nd St                      354            1,301             1,655             939
   10/1/85     Columbus/ Ambleside                       124            2,423             2,547           1,787
   10/1/85     Indianapolis/ Pike Place                  229            2,980             3,209           2,349
   10/1/85     Indianapolis/ Beach Grove                 198            2,571             2,769           1,818
   10/1/85     Hartford/ Roberts                         409            8,194             8,603           2,666
   10/1/85     Wichita/ S. Rock Rd.                      642            2,462             3,104           1,765
   10/1/85     Wichita/ E. Harry                         285            1,781             2,066           1,293
   10/1/85     Wichita/ S. Woodlawn                      263            1,695             1,958           1,171
   10/1/85     Wichita/ E. Kellogg                       185            1,007             1,192             701
   10/1/85     Wichita/ S. Tyler                         294            1,718             2,012           1,259
   10/1/85     Wichita/ W. Maple                         234            1,217             1,451             835
   10/1/85     Wichita/ Carey Lane                       192            1,076             1,268             781
   10/1/85     Wichita/ E. Macarthur                     220            1,080             1,300             784
   10/1/85     Joplin/ S. Range Line                     264            1,628             1,892           1,206
   10/1/85     San Antonio/ Wetmore Rd.                  306            2,352             2,658           1,785
   10/1/85     San Antonio/ Callaghan                    288            2,101             2,389           1,584
   10/1/85     San Antonio/ Zarzamora                    364            2,708             3,072           2,042
   10/1/85     San Antonio/ Hackberry                    388            5,123             5,511           2,708
   10/1/85     San Antonio/ Fredericksburg               287            2,461             2,748           1,843
   10/1/85     Dallas/ S. Westmoreland                   474            2,675             3,149           2,064
   10/1/85     Dallas/ Alvin St.                         359            2,223             2,582           1,640
   10/1/85     Fort Worth/ W. Beach St.                  356            2,097             2,453           1,607
   10/1/85     Fort Worth/ E. Seminary                   382            2,234             2,616           1,696
   10/1/85     Fort Worth/ Cockrell St.                  323            1,892             2,215           1,461
   11/1/85     Everett/ Evergreen                        705            4,006             4,711           3,167
   11/1/85     Seattle/ Empire Way                     1,701            8,370            10,071           6,307
   12/1/85     Milpitas                                1,622            2,930             4,552           2,098
   12/1/85     Pleasanton/ Santa Rita                  1,225            3,762             4,987           2,730
   12/1/85     Amherst/ Niagra Falls                     132            1,490             1,622           1,115
   12/1/85     West Sams Blvd.                           164            1,321             1,485           1,024
   12/1/85     MacArthur Rd.                             204            2,534             2,738           1,952
   12/1/85     Brockton/ Main                            153            2,640             2,793           2,002



                                       F-43


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   12/1/85     Eatontown/ Hwy 35                           -             308            4,067          1,124          1,648
   12/1/85     Denver/ Leetsdale                           -             603              847            317            408
    1/1/86     Mapleshade/ Rudderow                        -             362            1,811            522            825
    1/1/86     Bordentown/ Groveville                      -             196              981            197            471
    1/1/86     Sun Valley/ Sheldon                         -             544            1,836            439            793
    1/1/86     Las Vegas/ Highland                         -             432              848            342            420
    2/1/86     Costa Mesa/ Pomona                          -           1,405            1,520            584            693
    2/1/86     Brea/ Imperial Hwy                          -           1,069            2,165            474            954
    2/1/86     Skokie/ McCormick                           -             638            1,912            534            779
    2/1/86     Colorado Springs/ Sinton                    -             535            1,115            684            631
    2/1/86     Oklahoma City/ Penn                         -             146              829            246            406
    2/1/86     Oklahoma City/ 39th                         -             238              812            468            477
    3/1/86     Jacksonville/ Wiley                         -             140              510            340            331
    3/1/86     St. Louis/ Forder                           -             517            1,133            409            534
    3/3/86     Tampa / 56th                                -             450            1,360            692              -
    4/1/86     Reno/ Telegraph                             -             649            1,051            904            682
    4/1/86     St. Louis/Kirkham                           -             199            1,001            438            401
    4/1/86     St. Louis/Reavis                            -             192              958            277            384
    4/1/86     Fort Worth/East Loop                        -             196              804            348            369
    5/1/86     Westlake Village                            -           1,205              995          5,384            429
    5/1/86     Sacramento/Franklin Blvd.                   -             872              978          3,706            389
    6/1/86     Richland Hills                              -             543              857            533            404
    6/1/86     West Valley/So. 3600                        -             208            1,552            682            413
    7/1/86     Colorado Springs/ Hollow Tree               -             574              726            472            426
    7/1/86     West LA/Purdue Ave.                         -           2,415            3,585            380          1,212
    7/1/86     Capital Heights/Central Ave.                -             649            3,851            500          1,277
    7/1/86     Pontiac/Dixie Hwy.                          -             259            2,091            293            756
    8/1/86     Laurel/Ft. Meade Rd.                        -             475            1,475            533            630
    8/1/86     Hammond / Calumet                           -              97              751            854            366
    9/1/86     Kansas City/S. 44th.                        -             509            1,906          1,046            737
    9/1/86     Lakewood / Wadsworth - 6th                  -           1,070            3,155            879          1,027
   10/1/86     Peralta/Fremont                             -             851            1,074            327            456
   10/1/86     Birmingham/Highland                         -              89              786            332            398
   10/1/86     Birmingham/Riverchase                       -             262            1,338            573            645
   10/1/86     Birmingham/Eastwood                         -             166            1,184            550            612
   10/1/86     Birmingham/Forestdale                       -             152              948            352            519
   10/1/86     Birmingham/Centerpoint                      -             265            1,305            511            525
   10/1/86     Birmingham/Roebuck Plaza                    -             101              399            402            425
   10/1/86     Birmingham/Greensprings                     -             347            1,173            415            281







                                                                    Gross Carrying Amount
                                                                     At December 31, 2008
     Date                                            -----------------------------------------------   Accumulated
   Acquired                Description                 Land          Buildings           Total        Depreciation
-------------------------------------------------------------------------------------------------------------------

                                                                                           
   12/1/85     Eatontown/ Hwy 35                         308            6,839             7,147           5,026
   12/1/85     Denver/ Leetsdale                         603            1,572             2,175           1,201
    1/1/86     Mapleshade/ Rudderow                      362            3,158             3,520           2,400
    1/1/86     Bordentown/ Groveville                    196            1,649             1,845           1,264
    1/1/86     Sun Valley/ Sheldon                       544            3,068             3,612           2,354
    1/1/86     Las Vegas/ Highland                       432            1,610             2,042           1,229
    2/1/86     Costa Mesa/ Pomona                      1,404            2,798             4,202           2,108
    2/1/86     Brea/ Imperial Hwy                      1,069            3,593             4,662           2,752
    2/1/86     Skokie/ McCormick                         638            3,225             3,863           2,404
    2/1/86     Colorado Springs/ Sinton                  535            2,430             2,965           1,834
    2/1/86     Oklahoma City/ Penn                       146            1,481             1,627           1,092
    2/1/86     Oklahoma City/ 39th                       238            1,757             1,995           1,288
    3/1/86     Jacksonville/ Wiley                       140            1,181             1,321             883
    3/1/86     St. Louis/ Forder                         516            2,077             2,593           1,564
    3/3/86     Tampa / 56th                              450            2,052             2,502           1,736
    4/1/86     Reno/ Telegraph                           648            2,638             3,286           1,898
    4/1/86     St. Louis/Kirkham                         199            1,840             2,039           1,362
    4/1/86     St. Louis/Reavis                          192            1,619             1,811           1,256
    4/1/86     Fort Worth/East Loop                      196            1,521             1,717           1,138
    5/1/86     Westlake Village                        1,256            6,757             8,013           1,877
    5/1/86     Sacramento/Franklin Blvd.               1,139            4,806             5,945           3,165
    6/1/86     Richland Hills                            543            1,794             2,337           1,355
    6/1/86     West Valley/So. 3600                      208            2,647             2,855           1,951
    7/1/86     Colorado Springs/ Hollow Tree             574            1,624             2,198           1,173
    7/1/86     West LA/Purdue Ave.                     2,415            5,177             7,592           3,965
    7/1/86     Capital Heights/Central Ave.              649            5,628             6,277           4,380
    7/1/86     Pontiac/Dixie Hwy.                        259            3,140             3,399           2,414
    8/1/86     Laurel/Ft. Meade Rd.                      475            2,638             3,113           1,976
    8/1/86     Hammond / Calumet                          97            1,971             2,068           1,439
    9/1/86     Kansas City/S. 44th.                      508            3,690             4,198           2,592
    9/1/86     Lakewood / Wadsworth - 6th              1,070            5,061             6,131           4,031
   10/1/86     Peralta/Fremont                           851            1,857             2,708           1,427
   10/1/86     Birmingham/Highland                       149            1,456             1,605           1,088
   10/1/86     Birmingham/Riverchase                     278            2,540             2,818           1,939
   10/1/86     Birmingham/Eastwood                       232            2,280             2,512           1,708
   10/1/86     Birmingham/Forestdale                     190            1,781             1,971           1,353
   10/1/86     Birmingham/Centerpoint                    273            2,333             2,606           1,746
   10/1/86     Birmingham/Roebuck Plaza                  340              987             1,327             720
   10/1/86     Birmingham/Greensprings                    16            2,200             2,216           1,677



                                       F-44


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   10/1/86     Birmingham/Hoover-Lorna                     -             372            1,128            470            431
   10/1/86     Midfield/Bessemer                           -             170              355            484            112
   10/1/86     Huntsville/Leeman Ferry Rd.                 -             158              992            459            558
   10/1/86     Huntsville/Drake                            -             253            1,172            367            538
   10/1/86     Anniston/Whiteside                          -              59              566            248            329
   10/1/86     Houston/Glenvista                           -             595            1,043          1,050            494
   10/1/86     Houston/I-45                                -             704            1,146          1,421            604
   10/1/86     Houston/Rogerdale                           -           1,631            2,792          1,085          1,232
   10/1/86     Houston/Gessner                             -           1,032            1,693          1,305            746
   10/1/86     Houston/Richmond-Fairdale                   -           1,502            2,506          1,623          1,160
   10/1/86     Houston/Gulfton                             -           1,732            3,036          1,434          1,398
   10/1/86     Houston/Westpark                            -             503              854            502            435
   10/1/86     Jonesboro                                   -             157              718            342            370
   10/1/86     Houston / South Loop West                   -           1,299            3,491          1,679          1,366
   10/1/86     Houston / Plainfield Road                   -             904            2,319          1,448            920
   10/1/86     Houston / North Freeway                     -               -            2,706            611            609
   10/1/86     Houston / Old Katy Road                     -           1,365            3,431            947          1,274
   10/1/86     Houston / Long Point                        -             451            1,187            810            563
   10/1/86     Austin / Research Blvd.                     -           1,390            1,710            786            672
   11/1/86     Arleta / Osborne Street                     -             987              663            354            290
   12/1/86     Lynnwood / 196th Street                     -           1,063            1,602          7,491            571
   12/1/86     N. Auburn / Auburn Way N.                   -             606            1,144            483            533
   12/1/86     Gresham / Burnside & 202nd                  -             351            1,056            602            482
   12/1/86     Denver / Sheridan Boulevard                 -           1,033            2,792          1,377          1,007
   12/1/86     Marietta / Cobb Parkway                     -             536            2,764          1,200          1,016
   12/1/86     Hillsboro / T.V. Highway                    -             461              574            313            414
   12/1/86     San Antonio / West Sunset Road              -           1,206            1,594            845            649
  12/31/86     Monrovia / Myrtle Avenue                    -           1,149            2,446            246              -
  12/31/86     Chatsworth / Topanga                        -           1,447            1,243          3,805              -
  12/31/86     Houston / Larkwood                          -             247              602            565              -
  12/31/86     Northridge                                  -           3,624            1,922          7,206              -
  12/31/86     Santa Clara / Duane                         -           1,950            1,004            456              -
  12/31/86     Oyster Point                                -           1,569            1,490            550              -
  12/31/86     Walnut                                      -             767              613          5,529              -
    3/1/87     Annandale / Ravensworth                     -             679            1,621            397            596
    4/1/87     City Of Industry / Amar                     -             748            2,052            704            702
    5/1/87     Oklahoma City / W. Hefner                   -             459              941            515            417
    7/1/87     Oakbrook Terrace                            -             912            2,688          1,779            399
    8/1/87     San Antonio/Austin Hwy.                     -             400              850             92            164







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   10/1/86     Birmingham/Hoover-Lorna                    266            2,135             2,401           1,612
   10/1/86     Midfield/Bessemer                           95            1,026             1,121             745
   10/1/86     Huntsville/Leeman Ferry Rd.                198            1,969             2,167           1,465
   10/1/86     Huntsville/Drake                           248            2,082             2,330           1,566
   10/1/86     Anniston/Whiteside                         107            1,095             1,202             837
   10/1/86     Houston/Glenvista                          594            2,588             3,182           1,820
   10/1/86     Houston/I-45                               703            3,172             3,875           2,270
   10/1/86     Houston/Rogerdale                        1,630            5,110             6,740           3,717
   10/1/86     Houston/Gessner                          1,032            3,744             4,776           2,844
   10/1/86     Houston/Richmond-Fairdale                1,501            5,290             6,791           3,962
   10/1/86     Houston/Gulfton                          1,731            5,869             7,600           4,428
   10/1/86     Houston/Westpark                           502            1,792             2,294           1,253
   10/1/86     Jonesboro                                  156            1,431             1,587           1,075
   10/1/86     Houston / South Loop West                1,298            6,537             7,835           5,077
   10/1/86     Houston / Plainfield Road                  903            4,688             5,591           3,499
   10/1/86     Houston / North Freeway                      -            3,926             3,926           2,390
   10/1/86     Houston / Old Katy Road                  1,163            5,854             7,017           3,701
   10/1/86     Houston / Long Point                       451            2,560             3,011           1,992
   10/1/86     Austin / Research Blvd.                  1,390            3,168             4,558           2,431
   11/1/86     Arleta / Osborne Street                    986            1,308             2,294           1,007
   12/1/86     Lynnwood / 196th Street                  1,405            9,322            10,727           3,912
   12/1/86     N. Auburn / Auburn Way N.                  605            2,161             2,766           1,743
   12/1/86     Gresham / Burnside & 202nd                 351            2,140             2,491           1,610
   12/1/86     Denver / Sheridan Boulevard              1,033            5,176             6,209           3,995
   12/1/86     Marietta / Cobb Parkway                    535            4,981             5,516           3,863
   12/1/86     Hillsboro / T.V. Highway                   461            1,301             1,762           1,081
   12/1/86     San Antonio / West Sunset Road           1,206            3,088             4,294           2,306
  12/31/86     Monrovia / Myrtle Avenue                 1,148            2,693             3,841           2,219
  12/31/86     Chatsworth / Topanga                     1,448            5,047             6,495           2,032
  12/31/86     Houston / Larkwood                         246            1,168             1,414             836
  12/31/86     Northridge                               3,641            9,111            12,752           2,890
  12/31/86     Santa Clara / Duane                      1,949            1,461             3,410           1,206
  12/31/86     Oyster Point                             1,569            2,040             3,609           1,683
  12/31/86     Walnut                                     768            6,141             6,909           2,170
    3/1/87     Annandale / Ravensworth                    679            2,614             3,293           2,030
    4/1/87     City Of Industry / Amar                    748            3,458             4,206           1,922
    5/1/87     Oklahoma City / W. Hefner                  459            1,873             2,332           1,415
    7/1/87     Oakbrook Terrace                         1,580            4,198             5,778           3,443
    8/1/87     San Antonio/Austin Hwy.                    399            1,107             1,506           1,015



                                       F-45


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   10/1/87     Plantation/S. State Rd.                     -             924            1,801           (119)           298
   10/1/87     Rockville/Fredrick Rd.                      -           1,695            3,305          8,992            519
    2/1/88     Anaheim/Lakeview                            -             995            1,505             90            256
    6/7/88     Mesquite / Sorrento Drive                   -             928            1,011          6,776              -
    7/1/88     Fort Wayne                                  -             101            1,524            242            663
    1/1/92     Costa Mesa                                  -             533              980            816              -
    3/1/92     Dallas / Walnut St.                         -             537            1,008            454              -
    5/1/92     Camp Creek                                  -             576            1,075            514              -
    9/1/92     Orlando/W. Colonial                         -             368              713            288              -
    9/1/92     Jacksonville/Arlington                      -             554            1,065            341              -
   10/1/92     Stockton/Mariners                           -             381              730            256              -
  11/18/92     Virginia Beach/General Booth Blvd           -             599            1,119            593              -
    1/1/93     Redwood City/Storage                        -             907            1,684            277              -
    1/1/93     City Of Industry                            -           1,611            2,991            923              -
    1/1/93     San Jose/Felipe                             -           1,124            2,088          1,081              -
    1/1/93     Baldwin Park/Garvey Ave                     -             840            1,561            209              -
   3/19/93     Westminister / W. 80th                      -             840            1,586            457              -
   4/26/93     Costa Mesa / Newport                      815           2,141            3,989          5,561              -
   5/13/93     Austin /N. Lamar                            -             919            1,695          8,630              -
   5/28/93     Jacksonville/Phillips Hwy.                  -             406              771            292              -
   5/28/93     Tampa/Nebraska Avenue                       -             550            1,043            482              -
    6/9/93     Calabasas / Ventura Blvd.                   -           1,762            3,269            346              -
    6/9/93     Carmichael / Fair Oaks                      -             573            1,052            335              -
    6/9/93     Santa Clara / Duane                         -             454              834            216              -
   6/10/93     Citrus Heights / Sylvan Road                -             438              822            254              -
   6/25/93     Trenton / Allen Road                        -             623            1,166            314              -
   6/30/93     Los Angeles/W.Jefferson Blvd                -           1,085            2,017            248              -
   7/16/93     Austin / So. Congress Ave                   -             777            1,445            406              -
    8/1/93     Gaithersburg / E. Diamond                   -             602            1,139            234              -
   8/11/93     Atlanta / Northside                         -           1,150            2,149            499              -
   8/11/93     Smyrna/ Rosswill Rd                         -             446              842            273              -
   8/13/93     So. Brunswick/Highway                       -           1,076            2,033            558              -
   10/1/93     Denver / Federal Blvd                       -             875            1,633            339              -
   10/1/93     Citrus Heights                              -             527              987            259              -
   10/1/93     Lakewood / 6th Ave                          -             798            1,489            116              -
  10/27/93     Houston / S Shaver St                       -             481              896            264              -
   11/3/93     Upland/S. Euclid Ave.                       -             431              807            580              -
  11/16/93     Norcross / Jimmy Carter                     -             627            1,167            272              -
  11/16/93     Seattle / 13th                              -           1,085            2,015            758              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   10/1/87     Plantation/S. State Rd.                    923            1,981             2,904           1,915
   10/1/87     Rockville/Fredrick Rd.                   1,702           12,809            14,511           4,139
    2/1/88     Anaheim/Lakeview                           995            1,851             2,846           1,763
    6/7/88     Mesquite / Sorrento Drive                1,044            7,671             8,715           2,559
    7/1/88     Fort Wayne                                 101            2,429             2,530           1,629
    1/1/92     Costa Mesa                                 535            1,794             2,329           1,601
    3/1/92     Dallas / Walnut St.                        537            1,462             1,999           1,372
    5/1/92     Camp Creek                                 575            1,590             2,165           1,123
    9/1/92     Orlando/W. Colonial                        367            1,002             1,369             740
    9/1/92     Jacksonville/Arlington                     554            1,406             1,960             990
   10/1/92     Stockton/Mariners                          380              987             1,367             707
  11/18/92     Virginia Beach/General Booth Blvd          599            1,712             2,311           1,161
    1/1/93     Redwood City/Storage                       906            1,962             2,868           1,324
    1/1/93     City Of Industry                         1,610            3,915             5,525           2,751
    1/1/93     San Jose/Felipe                          1,124            3,169             4,293           1,917
    1/1/93     Baldwin Park/Garvey Ave                    771            1,839             2,610           1,296
   3/19/93     Westminister / W. 80th                     840            2,043             2,883           1,364
   4/26/93     Costa Mesa / Newport                     3,732            7,959            11,691           3,758
   5/13/93     Austin /N. Lamar                         1,421            9,823            11,244           3,765
   5/28/93     Jacksonville/Phillips Hwy.                 406            1,063             1,469             717
   5/28/93     Tampa/Nebraska Avenue                      550            1,525             2,075             937
    6/9/93     Calabasas / Ventura Blvd.                1,761            3,616             5,377           2,347
    6/9/93     Carmichael / Fair Oaks                     572            1,388             1,960             938
    6/9/93     Santa Clara / Duane                        453            1,051             1,504             668
   6/10/93     Citrus Heights / Sylvan Road               437            1,077             1,514             741
   6/25/93     Trenton / Allen Road                       623            1,480             2,103             986
   6/30/93     Los Angeles/W.Jefferson Blvd             1,085            2,265             3,350           1,500
   7/16/93     Austin / So. Congress Ave                  777            1,851             2,628           1,290
    8/1/93     Gaithersburg / E. Diamond                  602            1,373             1,975             891
   8/11/93     Atlanta / Northside                      1,150            2,648             3,798           1,750
   8/11/93     Smyrna/ Rosswill Rd                        446            1,115             1,561             780
   8/13/93     So. Brunswick/Highway                    1,076            2,591             3,667           1,654
   10/1/93     Denver / Federal Blvd                      875            1,972             2,847           1,284
   10/1/93     Citrus Heights                             527            1,246             1,773             792
   10/1/93     Lakewood / 6th Ave                         685            1,718             2,403           1,088
  10/27/93     Houston / S Shaver St                      481            1,160             1,641             776
   11/3/93     Upland/S. Euclid Ave.                      508            1,310             1,818             835
  11/16/93     Norcross / Jimmy Carter                    626            1,440             2,066             935
  11/16/93     Seattle / 13th                           1,085            2,773             3,858           1,873



                                       F-46


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   12/9/93     Salt Lake City                              -             765            1,422             61              -
  12/16/93     West Valley City                            -             683            1,276            371              -
  12/21/93     Pinellas Park / 34th St. W                  -             607            1,134            309              -
  12/28/93     New Orleans / S. Carrollton Ave             -           1,575            2,941            603              -
  12/29/93     Orange / Main                               -           1,238            2,317          1,761              -
  12/29/93     Sunnyvale / Wedell                          -             554            1,037            824              -
  12/29/93     El Cajon / Magnolia                         -             421              791            675              -
  12/29/93     Orlando / S. Semoran Blvd.                  -             462              872            769              -
  12/29/93     Tampa / W. Hillsborough Ave                 -             352              665            574              -
  12/29/93     Irving / West Loop 12                       -             341              643            284              -
  12/29/93     Fullerton / W. Commonwealth                 -             904            1,687          1,296              -
  12/29/93     N. Lauderdale / Mcnab Rd                    -             628            1,182            794              -
  12/29/93     Los Alimitos / Cerritos                     -             695            1,299            721              -
  12/29/93     Frederick / Prospect Blvd.                  -             573            1,082            658              -
  12/29/93     Indianapolis / E. Washington                -             403              775            884              -
  12/29/93     Gardena / Western Ave.                      -             552            1,035            691              -
  12/29/93     Palm Bay / Bobcock Street                   -             409              775            614              -
   1/10/94     Hialeah / W. 20Th Ave.                      -           1,855            3,497             58              -
   1/12/94     Sunnyvale / N. Fair Oaks Ave                -             689            1,285            402              -
   1/12/94     Honolulu / Iwaena                           -               -            3,382          1,087              -
   1/12/94     Miami / Golden Glades                       -             579            1,081            651              -
   1/21/94     Herndon / Centreville Road                  -           1,584            2,981            609              -
    2/8/94     Las Vegas/S. Martin Luther King Blvd        -           1,383            2,592          1,321              -
   2/28/94     Arlingtn/Old Jeffersn Davishwy              -             735            1,399            663              -
    3/8/94     Beaverton / Sw Barnes Road                  -             942            1,810            285              -
   3/21/94     Austin / Arboretum                          -             473              897          2,904              -
   3/25/94     Tinton Falls / Shrewsbury Ave               -           1,074            2,033            340              -
   3/25/94     East Brunswick / Milltown Road              -           1,282            2,411            472              -
   3/25/94     Mercerville / Quakerbridge Road             -           1,109            2,111            350              -
   3/31/94     Hypoluxo                                    -             735            1,404          2,301              -
   4/26/94     No. Highlands / Roseville Road              -             980            1,835            525              -
   5/12/94     Fort Pierce/Okeechobee Road                 -             438              842            189              -
   5/24/94     Hempstead/Peninsula Blvd.                   -           2,053            3,832            566              -
   5/24/94     La/Huntington                               -             483              905            321              -
    6/9/94     Chattanooga / Brainerd Road                 -             613            1,170            326              -
    6/9/94     Chattanooga / Ringgold Road                 -             761            1,433            711              -
   6/18/94     Las Vegas / S. Valley View Blvd             -             837            1,571            375              -
   6/23/94     Las Vegas / Tropicana                       -             750            1,408            439              -
   6/23/94     Henderson / Green Valley Pkwy               -           1,047            1,960            357              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   12/9/93     Salt Lake City                             633            1,615             2,248             690
  12/16/93     West Valley City                           682            1,648             2,330           1,041
  12/21/93     Pinellas Park / 34th St. W                 607            1,443             2,050             962
  12/28/93     New Orleans / S. Carrollton Ave          1,574            3,545             5,119           2,507
  12/29/93     Orange / Main                            1,593            3,723             5,316           2,277
  12/29/93     Sunnyvale / Wedell                         725            1,690             2,415           1,065
  12/29/93     El Cajon / Magnolia                        541            1,346             1,887             841
  12/29/93     Orlando / S. Semoran Blvd.                 601            1,502             2,103             959
  12/29/93     Tampa / W. Hillsborough Ave                436            1,155             1,591             717
  12/29/93     Irving / West Loop 12                      354              914             1,268             586
  12/29/93     Fullerton / W. Commonwealth              1,159            2,728             3,887           1,704
  12/29/93     N. Lauderdale / Mcnab Rd                   798            1,806             2,604           1,122
  12/29/93     Los Alimitos / Cerritos                    874            1,841             2,715           1,132
  12/29/93     Frederick / Prospect Blvd.                 692            1,621             2,313           1,042
  12/29/93     Indianapolis / E. Washington               505            1,557             2,062             885
  12/29/93     Gardena / Western Ave.                     694            1,584             2,278             956
  12/29/93     Palm Bay / Bobcock Street                  525            1,273             1,798             847
   1/10/94     Hialeah / W. 20Th Ave.                   1,589            3,821             5,410           2,484
   1/12/94     Sunnyvale / N. Fair Oaks Ave               657            1,719             2,376           1,035
   1/12/94     Honolulu / Iwaena                            -            4,469             4,469           2,686
   1/12/94     Miami / Golden Glades                      557            1,754             2,311           1,122
   1/21/94     Herndon / Centreville Road               1,358            3,816             5,174           2,320
    2/8/94     Las Vegas/S. Martin Luther King Blvd     1,435            3,861             5,296           2,337
   2/28/94     Arlingtn/Old Jeffersn Davishwy             630            2,167             2,797           1,499
    3/8/94     Beaverton / Sw Barnes Road                 807            2,230             3,037           1,465
   3/21/94     Austin / Arboretum                       1,553            2,721             4,274           1,341
   3/25/94     Tinton Falls / Shrewsbury Ave              920            2,527             3,447           1,617
   3/25/94     East Brunswick / Milltown Road           1,099            3,066             4,165           2,010
   3/25/94     Mercerville / Quakerbridge Road            950            2,620             3,570           1,704
   3/31/94     Hypoluxo                                   630            3,810             4,440           2,983
   4/26/94     No. Highlands / Roseville Road             840            2,500             3,340           1,636
   5/12/94     Fort Pierce/Okeechobee Road                375            1,094             1,469             884
   5/24/94     Hempstead/Peninsula Blvd.                1,762            4,689             6,451           2,826
   5/24/94     La/Huntington                              414            1,295             1,709             813
    6/9/94     Chattanooga / Brainerd Road                525            1,584             2,109           1,020
    6/9/94     Chattanooga / Ringgold Road                652            2,253             2,905           1,420
   6/18/94     Las Vegas / S. Valley View Blvd            718            2,065             2,783           1,283
   6/23/94     Las Vegas / Tropicana                      643            1,954             2,597           1,215
   6/23/94     Henderson / Green Valley Pkwy              897            2,467             3,364           1,531



                                       F-47


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   6/24/94     Las Vegas / N. Lamb Blvd.                   -             869            1,629            155              -
   6/30/94     Birmingham / W. Oxmoor Road                 -             532            1,004            563              -
   7/20/94     Milpitas / Dempsey Road                     -           1,260            2,358            276              -
   8/17/94     Beaverton / S.W. Denny Road                 -             663            1,245            178              -
   8/17/94     Irwindale / Central Ave.                    -             674            1,263            165              -
   8/17/94     Suitland / St. Barnabas Rd                  -           1,530            2,913            600              -
   8/17/94     North Brunswick / How Lane                  -           1,238            2,323            186              -
   8/17/94     Lombard / 64th                              -             847            1,583            383              -
   8/17/94     Alsip / 27th                                -             406              765            176              -
   9/15/94     Huntsville / Old Monrovia Road              -             613            1,157            309              -
   9/27/94     West Haven / Bull Hill Lane                 -             455              873          5,463              -
   9/30/94     San Francisco / Marin St.                   -           1,227            2,339          1,347              -
   9/30/94     Baltimore / Hillen Street                   -             580            1,095            518              -
   9/30/94     San Francisco /10th & Howard                -           1,423            2,668            358              -
   9/30/94     Montebello / E. Whittier                    -             383              732            249              -
   9/30/94     Arlington / Collins                         -             228              435            416              -
   9/30/94     Miami / S.W. 119th Ave                      -             656            1,221            143              -
   9/30/94     Blackwood / Erial Road                      -             774            1,437            177              -
   9/30/94     Concord / Monument                          -           1,092            2,027            464              -
   9/30/94     Rochester / Lee Road                        -             469              871            355              -
   9/30/94     Houston / Bellaire                          -             623            1,157            455              -
   9/30/94     Austin / Lamar Blvd                         -             781            1,452            189              -
   9/30/94     Milwaukee / Lovers Lane Rd                  -             469              871            291              -
   9/30/94     Monterey / Del Rey Oaks                     -           1,093            1,897            132              -
   9/30/94     St. Petersburg / 66Th St.                   -             427              793            362              -
   9/30/94     Dayton Bch / N. Nova Road                   -             396              735            241              -
   9/30/94     Maple Shade / Route 38                      -             994            1,846            302              -
   9/30/94     Marlton / Route 73 N.                       -             938            1,742            176              -
   9/30/94     Naperville / E. Ogden Ave                   -             683            1,268            328              -
   9/30/94     Long Beach / South Street                   -           1,778            3,307            493              -
   9/30/94     Aloha / S.W. Shaw                           -             805            1,495            182              -
   9/30/94     Alexandria / S. Pickett                     -           1,550            2,879            357              -
   9/30/94     Houston / Highway 6 North                   -           1,120            2,083            378              -
   9/30/94     San Antonio/Nacogdoches Rd                  -             571            1,060            313              -
   9/30/94     San Ramon/San Ramon Valley                  -           1,530            2,840            742              -
   9/30/94     San Rafael / Merrydale Rd                   -           1,705            3,165            238              -
   9/30/94     San Antonio / Austin Hwy                    -             592            1,098            308              -
   9/30/94     Sharonville / E. Kemper                     -             574            1,070            438              -
  10/13/94     Davie / State Road 84                       -             744            1,467            956              -







                                                                    Gross Carrying Amount
                                                                     At December 31, 2008
     Date                                            -----------------------------------------------   Accumulated
   Acquired                Description                 Land          Buildings           Total        Depreciation
-------------------------------------------------------------------------------------------------------------------

                                                                                           
   6/24/94     Las Vegas / N. Lamb Blvd.                 669            1,984             2,653           1,005
   6/30/94     Birmingham / W. Oxmoor Road               456            1,643             2,099           1,176
   7/20/94     Milpitas / Dempsey Road                 1,080            2,814             3,894           1,742
   8/17/94     Beaverton / S.W. Denny Road               568            1,518             2,086             928
   8/17/94     Irwindale / Central Ave.                  578            1,524             2,102             927
   8/17/94     Suitland / St. Barnabas Rd              1,311            3,732             5,043           2,273
   8/17/94     North Brunswick / How Lane              1,061            2,686             3,747           1,616
   8/17/94     Lombard / 64th                            726            2,087             2,813           1,269
   8/17/94     Alsip / 27th                              348              999             1,347             634
   9/15/94     Huntsville / Old Monrovia Road            525            1,554             2,079             987
   9/27/94     West Haven / Bull Hill Lane             1,963            4,828             6,791           2,076
   9/30/94     San Francisco / Marin St.               1,370            3,543             4,913           2,116
   9/30/94     Baltimore / Hillen Street                 497            1,696             2,193           1,058
   9/30/94     San Francisco /10th & Howard            1,221            3,228             4,449           1,984
   9/30/94     Montebello / E. Whittier                  329            1,035             1,364             660
   9/30/94     Arlington / Collins                       195              884             1,079             579
   9/30/94     Miami / S.W. 119th Ave                    562            1,458             2,020             863
   9/30/94     Blackwood / Erial Road                    663            1,725             2,388           1,042
   9/30/94     Concord / Monument                        935            2,648             3,583           1,688
   9/30/94     Rochester / Lee Road                      402            1,293             1,695             890
   9/30/94     Houston / Bellaire                        534            1,701             2,235           1,031
   9/30/94     Austin / Lamar Blvd                       668            1,754             2,422           1,077
   9/30/94     Milwaukee / Lovers Lane Rd                402            1,229             1,631             793
   9/30/94     Monterey / Del Rey Oaks                   903            2,219             3,122           1,391
   9/30/94     St. Petersburg / 66Th St.                 366            1,216             1,582             733
   9/30/94     Dayton Bch / N. Nova Road                 339            1,033             1,372             664
   9/30/94     Maple Shade / Route 38                    852            2,290             3,142           1,419
   9/30/94     Marlton / Route 73 N.                     805            2,051             2,856           1,453
   9/30/94     Naperville / E. Ogden Ave                 585            1,694             2,279             997
   9/30/94     Long Beach / South Street               1,523            4,055             5,578           2,498
   9/30/94     Aloha / S.W. Shaw                         690            1,792             2,482           1,075
   9/30/94     Alexandria / S. Pickett                 1,329            3,457             4,786           2,112
   9/30/94     Houston / Highway 6 North                 960            2,621             3,581           1,576
   9/30/94     San Antonio/Nacogdoches Rd                489            1,455             1,944             923
   9/30/94     San Ramon/San Ramon Valley              1,311            3,801             5,112           2,293
   9/30/94     San Rafael / Merrydale Rd               1,461            3,647             5,108           2,201
   9/30/94     San Antonio / Austin Hwy                  507            1,491             1,998             918
   9/30/94     Sharonville / E. Kemper                   492            1,590             2,082           1,015
  10/13/94     Davie / State Road 84                     637            2,530             3,167           1,515



                                       F-48


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
  10/13/94     Carrollton / Marsh Lane                     -             770            1,437          1,511              -
  10/31/94     Sherman Oaks / Van Nuys Blvd                -           1,278            2,461          1,037              -
  12/19/94     Salt Lake City/West North Temple            -             490              917            (43)             -
  12/28/94     Milpitas / Watson                           -           1,575            2,925            390              -
  12/28/94     Las Vegas / Jones Blvd                      -           1,208            2,243            243              -
  12/28/94     Venice / Guthrie                            -             578            1,073            193              -
  12/30/94     Apple Valley / Foliage Ave                  -             910            1,695            322              -
    1/4/95     Chula Vista / Main Street                   -             735            1,802            296              -
    1/5/95     Pantego / West Park                         -             315              735            218              -
   1/12/95     Roswell / Alpharetta                        -             423              993            437              -
   1/23/95     North Bergen / Tonne                        -           1,564            3,772            584              -
   1/23/95     San Leandro / Hesperian                     -             734            1,726            182              -
   1/24/95     Nashville / Elm Hill                        -             338              791            487              -
    2/3/95     Reno / S. Mccarron Blvd                     -           1,080            2,537            239              -
   2/15/95     Schiller Park                               -           1,688            3,939            558              -
   2/15/95     Lansing                                     -           1,514            3,534            607              -
   2/15/95     Pleasanton                                  -           1,257            2,932            149              -
   2/15/95     LA/Sepulveda                                -           1,453            3,390            187              -
   2/28/95     Decatur / Flat Shoal                        -             970            2,288            771              -
   2/28/95     Smyrna / S. Cobb                            -             663            1,559            543              -
   2/28/95     Downey / Bellflower                         -             916            2,158            291              -
   2/28/95     Vallejo / Lincoln                           -             445            1,052            343              -
   2/28/95     Lynnwood / 180th St                         -             516            1,205            283              -
   2/28/95     Kent / Pacific Hwy                          -             728            1,711            195              -
   2/28/95     Kirkland                                    -           1,254            2,932            537              -
   2/28/95     Federal Way/Pacific                         -             785            1,832            345              -
   2/28/95     Tampa / S. Dale                             -             791            1,852            323              -
   2/28/95     Burlingame/Adrian Rd                        -           2,280            5,349            530              -
   2/28/95     Miami / Cloverleaf                          -             606            1,426            380              -
   2/28/95     Pinole / San Pablo                          -             639            1,502            420              -
   2/28/95     South Gate / Firesto                        -           1,442            3,449            482              -
   2/28/95     San Jose / Mabury                           -             892            2,088            251              -
   2/28/95     La Puente / Valley Blvd                     -             591            1,390            272              -
   2/28/95     San Jose / Capitol E                        -           1,215            2,852            213              -
   2/28/95     Milwaukie / 40th Street                     -             576            1,388            150              -
   2/28/95     Portland / N. Lombard                       -             812            1,900            254              -
   2/28/95     Miami / Biscayne                            -           1,313            3,076            570              -
   2/28/95     Chicago / Clark Street                      -             442            1,031            450              -
   2/28/95     Palatine / Dundee                           -             698            1,643            621              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
  10/13/94     Carrollton / Marsh Lane                  1,021            2,697             3,718           1,545
  10/31/94     Sherman Oaks / Van Nuys Blvd             1,423            3,353             4,776           2,018
  12/19/94     Salt Lake City/West North Temple           385              979             1,364             419
  12/28/94     Milpitas / Watson                        1,350            3,540             4,890           2,115
  12/28/94     Las Vegas / Jones Blvd                   1,035            2,659             3,694           1,572
  12/28/94     Venice / Guthrie                           495            1,349             1,844             805
  12/30/94     Apple Valley / Foliage Ave                 780            2,147             2,927           1,312
    1/4/95     Chula Vista / Main Street                  735            2,098             2,833           1,278
    1/5/95     Pantego / West Park                        315              953             1,268             582
   1/12/95     Roswell / Alpharetta                       423            1,430             1,853             986
   1/23/95     North Bergen / Tonne                     1,550            4,370             5,920           2,546
   1/23/95     San Leandro / Hesperian                    733            1,909             2,642           1,114
   1/24/95     Nashville / Elm Hill                       337            1,279             1,616             897
    2/3/95     Reno / S. Mccarron Blvd                  1,080            2,776             3,856           1,638
   2/15/95     Schiller Park                            1,688            4,497             6,185           2,437
   2/15/95     Lansing                                  1,514            4,141             5,655           2,165
   2/15/95     Pleasanton                               1,256            3,082             4,338           1,618
   2/15/95     LA/Sepulveda                             1,452            3,578             5,030           1,852
   2/28/95     Decatur / Flat Shoal                       970            3,059             4,029           1,964
   2/28/95     Smyrna / S. Cobb                           662            2,103             2,765           1,263
   2/28/95     Downey / Bellflower                        916            2,449             3,365           1,437
   2/28/95     Vallejo / Lincoln                          445            1,395             1,840             871
   2/28/95     Lynnwood / 180th St                        516            1,488             2,004             951
   2/28/95     Kent / Pacific Hwy                         728            1,906             2,634           1,132
   2/28/95     Kirkland                                 1,253            3,470             4,723           2,067
   2/28/95     Federal Way/Pacific                        785            2,177             2,962           1,331
   2/28/95     Tampa / S. Dale                            791            2,175             2,966           1,364
   2/28/95     Burlingame/Adrian Rd                     2,280            5,879             8,159           3,451
   2/28/95     Miami / Cloverleaf                         606            1,806             2,412           1,146
   2/28/95     Pinole / San Pablo                         639            1,922             2,561           1,165
   2/28/95     South Gate / Firesto                     1,442            3,931             5,373           2,436
   2/28/95     San Jose / Mabury                          892            2,339             3,231           1,361
   2/28/95     La Puente / Valley Blvd                    591            1,662             2,253           1,048
   2/28/95     San Jose / Capitol E                     1,214            3,066             4,280           1,770
   2/28/95     Milwaukie / 40th Street                    579            1,535             2,114             921
   2/28/95     Portland / N. Lombard                      812            2,154             2,966           1,300
   2/28/95     Miami / Biscayne                         1,313            3,646             4,959           2,018
   2/28/95     Chicago / Clark Street                     442            1,481             1,923             957
   2/28/95     Palatine / Dundee                          698            2,264             2,962           1,500



                                       F-49


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   2/28/95     Williamsville/Transit                       -             284              670            346              -
   2/28/95     Amherst / Sheridan                          -             484            1,151            272              -
    3/2/95     Everett / Highway 99                        -             859            2,022            296              -
    3/2/95     Burien / 1St Ave South                      -             763            1,783            555              -
    3/2/95     Kent / South 238th Street                   -             763            1,783            341              -
   3/31/95     Cheverly / Central Ave                      -             911            2,164            470              -
    5/1/95     Sandy / S. State Street                     -           1,043            2,442           (107)             -
    5/3/95     Largo / Ulmerton Roa                        -             263              654            197              -
    5/8/95     Fairfield/Western Street                    -             439            1,030            147              -
    5/8/95     Dallas / W. Mockingbird                     -           1,440            3,371            332              -
    5/8/95     East Point / Lakewood                       -             884            2,071            482              -
   5/25/95     Falls Church / Gallows Rd                   -             350              835          9,338              -
   6/12/95     Baltimore / Old Waterloo                    -             769            1,850            240              -
   6/12/95     Pleasant Hill / Hookston                    -             766            1,848            203              -
   6/12/95     Mountain View/Old Middlefield               -           2,095            4,913            203              -
   6/30/95     San Jose / Blossom Hill                     -           1,467            3,444            321              -
   6/30/95     Fairfield / Kings Highway                   -           1,811            4,273            503              -
   6/30/95     Pacoima / Paxton Street                   116             840            1,976            254              -
   6/30/95     Portland / Prescott                         -             647            1,509            260              -
   6/30/95     St. Petersburg                              -             352              827            322              -
   6/30/95     Dallas / Audelia Road                       -           1,166            2,725          1,404              -
   6/30/95     Miami Gardens                               -             823            1,929            375              -
   6/30/95     Grand Prairie / 19th                        -             566            1,329            241              -
   6/30/95     Joliet / Jefferson Street                   -             501            1,181            219              -
   6/30/95     Bridgeton / Pennridge                       -             283              661            247              -
   6/30/95     Portland / S.E.92nd                         -             638            1,497            244              -
   6/30/95     Houston / S.W. Freeway                      -             537            1,254          7,031              -
   6/30/95     Milwaukee / Brown                           -             358              849            312              -
   6/30/95     Orlando / W. Oak Ridge                      -             698            1,642            426              -
   6/30/95     Lauderhill / State Road                     -             644            1,508            356              -
   6/30/95     Orange Park /Blanding Blvd                  -             394              918            379              -
   6/30/95     St. Petersburg /Joe'S Creek                 -             704            1,642            301              -
   6/30/95     St. Louis / Page Service Drive              -             531            1,241            226              -
   6/30/95     Independence /E. 42nd                       -             438            1,023            283              -
   6/30/95     Cherry Hill / Dobbs Lane                    -             716            1,676            271              -
   6/30/95     Edgewater Park / Route 130                  -             683            1,593            195              -
   6/30/95     Beaverton / S.W. 110                        -             572            1,342            259              -
   6/30/95     Markham / W. 159Th Place                    -             230              539            295              -
   6/30/95     Houston / N.W. Freeway                      -             447            1,066            249              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   2/28/95     Williamsville/Transit                      283            1,017             1,300             670
   2/28/95     Amherst / Sheridan                         483            1,424             1,907             873
    3/2/95     Everett / Highway 99                       858            2,319             3,177           1,412
    3/2/95     Burien / 1St Ave South                     763            2,338             3,101           1,449
    3/2/95     Kent / South 238th Street                  763            2,124             2,887           1,281
   3/31/95     Cheverly / Central Ave                     910            2,635             3,545           1,550
    5/1/95     Sandy / S. State Street                    923            2,455             3,378           1,036
    5/3/95     Largo / Ulmerton Roa                       262              852             1,114             538
    5/8/95     Fairfield/Western Street                   439            1,177             1,616             671
    5/8/95     Dallas / W. Mockingbird                  1,439            3,704             5,143           2,085
    5/8/95     East Point / Lakewood                      884            2,553             3,437           1,550
   5/25/95     Falls Church / Gallows Rd                3,560            6,963            10,523           1,415
   6/12/95     Baltimore / Old Waterloo                   769            2,090             2,859           1,234
   6/12/95     Pleasant Hill / Hookston                   742            2,075             2,817           1,214
   6/12/95     Mountain View/Old Middlefield            2,094            5,117             7,211           2,890
   6/30/95     San Jose / Blossom Hill                  1,467            3,765             5,232           2,136
   6/30/95     Fairfield / Kings Highway                1,810            4,777             6,587           2,680
   6/30/95     Pacoima / Paxton Street                    840            2,230             3,070           1,304
   6/30/95     Portland / Prescott                        647            1,769             2,416           1,047
   6/30/95     St. Petersburg                             352            1,149             1,501             731
   6/30/95     Dallas / Audelia Road                    1,165            4,130             5,295           2,440
   6/30/95     Miami Gardens                              823            2,304             3,127           1,329
   6/30/95     Grand Prairie / 19th                       566            1,570             2,136             894
   6/30/95     Joliet / Jefferson Street                  501            1,400             1,901             859
   6/30/95     Bridgeton / Pennridge                      283              908             1,191             571
   6/30/95     Portland / S.E.92nd                        638            1,741             2,379           1,044
   6/30/95     Houston / S.W. Freeway                   1,140            7,682             8,822           2,523
   6/30/95     Milwaukee / Brown                          357            1,162             1,519             731
   6/30/95     Orlando / W. Oak Ridge                     697            2,069             2,766           1,212
   6/30/95     Lauderhill / State Road                    644            1,864             2,508           1,113
   6/30/95     Orange Park /Blanding Blvd                 393            1,298             1,691             768
   6/30/95     St. Petersburg /Joe'S Creek                703            1,944             2,647           1,132
   6/30/95     St. Louis / Page Service Drive             531            1,467             1,998             880
   6/30/95     Independence /E. 42nd                      438            1,306             1,744             761
   6/30/95     Cherry Hill / Dobbs Lane                   715            1,948             2,663           1,152
   6/30/95     Edgewater Park / Route 130                 683            1,788             2,471           1,022
   6/30/95     Beaverton / S.W. 110                       572            1,601             2,173             946
   6/30/95     Markham / W. 159Th Place                   229              835             1,064             497
   6/30/95     Houston / N.W. Freeway                     447            1,315             1,762             761



                                       F-50


                                PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   6/30/95     Portland / Gantenbein                       -             537            1,262            275              -
   6/30/95     Upper Chichester/Market St.                 -             569            1,329            192              -
   6/30/95     Fort Worth / Hwy 80                         -             379              891            297              -
   6/30/95     Greenfield/ S. 108th                        -             728            1,707            501              -
   6/30/95     Altamonte Springs                           -             566            1,326            312              -
   6/30/95     Seattle / Delridge Way                      -             760            1,779            302              -
   6/30/95     Elmhurst / Lake Frontage Rd                 -             748            1,758            280              -
   6/30/95     Los Angeles / Beverly Blvd                  -             787            1,886            892              -
   6/30/95     Lawrenceville / Brunswick                   -             841            1,961            199              -
   6/30/95     Richmond / Carlson                          -             865            2,025            352              -
   6/30/95     Liverpool / Oswego Road                     -             545            1,279            417              -
   6/30/95     Rochester / East Ave                        -             578            1,375            569              -
   6/30/95     Pasadena / E. Beltway                       -             757            1,767            285              -
   7/13/95     Tarzana / Burbank Blvd                      -           2,895            6,823            692              -
   7/31/95     Orlando / Lakehurst                         -             450            1,063            213              -
   7/31/95     Livermore / Portola                         -             921            2,157            289              -
   7/31/95     San Jose / Tully                            -             912            2,137            534              -
   7/31/95     Mission Bay                                 -           1,617            3,785            677              -
   7/31/95     Las Vegas / Decatur                         -           1,147            2,697            510              -
   7/31/95     Pleasanton / Stanley                        -           1,624            3,811            444              -
   7/31/95     Castro Valley / Grove                       -             757            1,772            139              -
   7/31/95     Honolulu / Kaneohe                          -           1,215            2,846          2,302              -
   7/31/95     Chicago / Wabash Ave                        -             645            1,535          3,701              -
   7/31/95     Springfield / Parker                        -             765            1,834            293              -
   7/31/95     Huntington Bch/Gotham                       -             765            1,808            245              -
   7/31/95     Tucker / Lawrenceville                      -             630            1,480            253              -
   7/31/95     Marietta / Canton Road                      -             600            1,423            393              -
   7/31/95     Wheeling / Hintz                            -             450            1,054            219              -
    8/1/95     Gresham / Division                          -             607            1,428            134              -
    8/1/95     Tucker / Lawrenceville                      -             600            1,405            401              -
    8/1/95     Decatur / Covington                         -             720            1,694            330              -
   8/11/95     Studio City/Ventura                         -           1,285            3,015            396              -
   8/12/95     Smyrna / Hargrove Road                      -           1,020            3,038            561              -
    9/1/95     Hayward / Mission Blvd                      -           1,020            2,383            331              -
    9/1/95     Park City / Belvider                        -             600            1,405            155              -
    9/1/95     New Castle/Dupont Parkway                   -             990            2,369            251              -
    9/1/95     Las Vegas / Rainbow                         -           1,050            2,459            148              -
    9/1/95     Mountain View / Reng                        -             945            2,216            173              -
    9/1/95     Venice / Cadillac                           -             930            2,182            440              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   6/30/95     Portland / Gantenbein                      537            1,537             2,074             935
   6/30/95     Upper Chichester/Market St.                569            1,521             2,090             887
   6/30/95     Fort Worth / Hwy 80                        378            1,189             1,567             675
   6/30/95     Greenfield/ S. 108th                       727            2,209             2,936           1,330
   6/30/95     Altamonte Springs                          566            1,638             2,204             953
   6/30/95     Seattle / Delridge Way                     760            2,081             2,841           1,242
   6/30/95     Elmhurst / Lake Frontage Rd                748            2,038             2,786           1,197
   6/30/95     Los Angeles / Beverly Blvd                 787            2,778             3,565           1,624
   6/30/95     Lawrenceville / Brunswick                  840            2,161             3,001           1,248
   6/30/95     Richmond / Carlson                         864            2,378             3,242           1,443
   6/30/95     Liverpool / Oswego Road                    545            1,696             2,241           1,031
   6/30/95     Rochester / East Ave                       578            1,944             2,522           1,221
   6/30/95     Pasadena / E. Beltway                      757            2,052             2,809           1,137
   7/13/95     Tarzana / Burbank Blvd                   2,894            7,516            10,410           4,300
   7/31/95     Orlando / Lakehurst                        450            1,276             1,726             749
   7/31/95     Livermore / Portola                        921            2,446             3,367           1,403
   7/31/95     San Jose / Tully                           912            2,671             3,583           1,614
   7/31/95     Mission Bay                              1,616            4,463             6,079           2,642
   7/31/95     Las Vegas / Decatur                      1,147            3,207             4,354           1,877
   7/31/95     Pleasanton / Stanley                     1,624            4,255             5,879           2,394
   7/31/95     Castro Valley / Grove                      756            1,912             2,668           1,078
   7/31/95     Honolulu / Kaneohe                       2,133            4,230             6,363           2,245
   7/31/95     Chicago / Wabash Ave                       645            5,236             5,881           1,780
   7/31/95     Springfield / Parker                       765            2,127             2,892           1,234
   7/31/95     Huntington Bch/Gotham                      765            2,053             2,818           1,202
   7/31/95     Tucker / Lawrenceville                     630            1,733             2,363           1,033
   7/31/95     Marietta / Canton Road                     600            1,816             2,416           1,090
   7/31/95     Wheeling / Hintz                           450            1,273             1,723             747
    8/1/95     Gresham / Division                         607            1,562             2,169             892
    8/1/95     Tucker / Lawrenceville                     600            1,806             2,406           1,114
    8/1/95     Decatur / Covington                        720            2,024             2,744           1,195
   8/11/95     Studio City/Ventura                      1,285            3,411             4,696           1,969
   8/12/95     Smyrna / Hargrove Road                   1,020            3,599             4,619           2,037
    9/1/95     Hayward / Mission Blvd                   1,020            2,714             3,734           1,552
    9/1/95     Park City / Belvider                       600            1,560             2,160             895
    9/1/95     New Castle/Dupont Parkway                  990            2,620             3,610           1,496
    9/1/95     Las Vegas / Rainbow                      1,050            2,607             3,657           1,457
    9/1/95     Mountain View / Reng                       945            2,389             3,334           1,363
    9/1/95     Venice / Cadillac                          930            2,622             3,552           1,515



                                       F-51


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    9/1/95     Simi Valley /Los Angeles                    -           1,590            3,724            366              -
    9/1/95     Spring Valley/Foreman                       -           1,095            2,572            439              -
    9/6/95     Darien / Frontage Road                      -             975            2,321            266              -
   9/30/95     Whittier                                    -             215              384            227            781
   9/30/95     Van Nuys/Balboa                             -             295              657            128          1,148
   9/30/95     Huntington Beach                            -             176              321            165            738
   9/30/95     Monterey Park                               -             124              346            233            782
   9/30/95     Downey                                      -             191              317            165            825
   9/30/95     Del Amo                                     -             474              742            473            922
   9/30/95     Carson                                      -             375              735            418            428
   9/30/95     Van Nuys/Balboa Blvd                        -           1,920            4,504            601              -
  10/31/95     San Lorenzo /Hesperian                      -           1,590            3,716            442              -
  10/31/95     Chicago / W. 47th Street                    -             300              708            335              -
  10/31/95     Los Angeles / Eastern                       -             455            1,070            222              -
  11/15/95     Costa Mesa                                  -             522            1,218            167              -
  11/15/95     Plano / E. 14th                             -             705            1,646            213              -
  11/15/95     Citrus Heights/Sunrise                      -             520            1,213            270              -
  11/15/95     Modesto/Briggsmore Ave                      -             470            1,097            179              -
  11/15/95     So San Francisco/Spruce                     -           1,905            4,444            585              -
  11/15/95     Pacheco/Buchanan Circle                     -           1,681            3,951            702              -
  11/16/95     Palm Beach Gardens                          -             657            1,540            230              -
  11/16/95     Delray Beach                                -             600            1,407            237              -
    1/1/96     Bensenville/York Rd                         -             667            1,602            296            895
    1/1/96     Louisville/Preston                          -             211            1,060            178            594
    1/1/96     San Jose/Aborn Road                         -             615            1,342            116            759
    1/1/96     Englewood/Federal                           -             481            1,395            156            777
    1/1/96     W. Hollywood/Santa Monica                   -           3,415            4,577            524          2,552
    1/1/96     Orland Hills/W. 159th                       -             917            2,392            417          1,342
    1/1/96     Merrionette Park                            -             818            2,020            200          1,122
    1/1/96     Denver/S Quebec                             -           1,849            1,941            480          1,086
    1/1/96     Tigard/S.W. Pacific                         -             633            1,206            218            705
    1/1/96     Coram/Middle Count                          -             507            1,421            203            792
    1/1/96     Houston/FM 1960                             -             635            1,294            367            783
    1/1/96     Kent/Military Trail                         -             409            1,670            329            956
    1/1/96     Turnersville/Black                          -             165            1,360            214            758
    1/1/96     Sewell/Rts. 553                             -             323            1,138            165            658
    1/1/96     Maple Shade/Fellowship                      -             331            1,421            180            803
    1/1/96     Hyattsville/Kenilworth                      -             509            1,757            217          1,000
    1/1/96     Waterbury/Captain                           -             434            2,089            357          1,162







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
    9/1/95     Simi Valley /Los Angeles                 1,589            4,091             5,680           2,330
    9/1/95     Spring Valley/Foreman                    1,095            3,011             4,106           1,718
    9/6/95     Darien / Frontage Road                     975            2,587             3,562           1,448
   9/30/95     Whittier                                   215            1,392             1,607             868
   9/30/95     Van Nuys/Balboa                            295            1,933             2,228           1,183
   9/30/95     Huntington Beach                           176            1,224             1,400             754
   9/30/95     Monterey Park                              124            1,361             1,485             784
   9/30/95     Downey                                     191            1,307             1,498             802
   9/30/95     Del Amo                                    474            2,137             2,611           1,318
   9/30/95     Carson                                     375            1,581             1,956             891
   9/30/95     Van Nuys/Balboa Blvd                     1,919            5,106             7,025           2,698
  10/31/95     San Lorenzo /Hesperian                   1,589            4,159             5,748           2,163
  10/31/95     Chicago / W. 47th Street                   300            1,043             1,343             612
  10/31/95     Los Angeles / Eastern                      454            1,293             1,747             694
  11/15/95     Costa Mesa                                 522            1,385             1,907             754
  11/15/95     Plano / E. 14th                            705            1,859             2,564             970
  11/15/95     Citrus Heights/Sunrise                     520            1,483             2,003             806
  11/15/95     Modesto/Briggsmore Ave                     470            1,276             1,746             707
  11/15/95     So San Francisco/Spruce                  1,904            5,030             6,934           2,743
  11/15/95     Pacheco/Buchanan Circle                  1,680            4,654             6,334           2,517
  11/16/95     Palm Beach Gardens                         657            1,770             2,427             996
  11/16/95     Delray Beach                               600            1,644             2,244             944
    1/1/96     Bensenville/York Rd                        667            2,793             3,460           1,370
    1/1/96     Louisville/Preston                         211            1,832             2,043             827
    1/1/96     San Jose/Aborn Road                        615            2,217             2,832           1,046
    1/1/96     Englewood/Federal                          481            2,328             2,809           1,142
    1/1/96     W. Hollywood/Santa Monica                3,414            7,654            11,068           3,551
    1/1/96     Orland Hills/W. 159th                      917            4,151             5,068           2,030
    1/1/96     Merrionette Park                           818            3,342             4,160           1,576
    1/1/96     Denver/S Quebec                          1,848            3,508             5,356           1,645
    1/1/96     Tigard/S.W. Pacific                        633            2,129             2,762           1,005
    1/1/96     Coram/Middle Count                         507            2,416             2,923           1,109
    1/1/96     Houston/FM 1960                            635            2,444             3,079           1,151
    1/1/96     Kent/Military Trail                        409            2,955             3,364           1,375
    1/1/96     Turnersville/Black                         165            2,332             2,497           1,080
    1/1/96     Sewell/Rts. 553                            323            1,961             2,284             914
    1/1/96     Maple Shade/Fellowship                     331            2,404             2,735           1,093
    1/1/96     Hyattsville/Kenilworth                     508            2,975             3,483           1,365
    1/1/96     Waterbury/Captain                          434            3,608             4,042           1,464



                                       F-52


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    1/1/96     Bedford Hts/Miles                           -             835            1,577            424            929
    1/1/96     Livonia/Newburgh                            -             635            1,407            195            783
    1/1/96     Sunland/Sunland Blvd.                       -             631            1,965            167          1,090
    1/1/96     Des Moines                                  -             448            1,350            171            768
    1/1/96     Oxonhill/Indianhead                         -             772            2,017            455          1,141
    1/1/96     Sacramento/N. 16th                          -             582            2,610            263          1,466
    1/1/96     Houston/Westheimer                          -           1,508            2,274            449          1,304
    1/1/96     San Pablo/San Pablo                         -             565            1,232            212            713
    1/1/96     Bowie/Woodcliff                             -             718            2,336            276          1,292
    1/1/96     Milwaukee/S. 84th                           -             444            1,868            354          1,091
    1/1/96     Clinton/Malcolm Road                        -             593            2,123            294          1,187
    1/3/96     San Gabriel                                 -           1,005            2,345            424              -
    1/5/96     San Francisco, Second St.                   -           2,880            6,814            219              -
   1/12/96     San Antonio, TX                             -             912            2,170            117              -
   2/29/96     Naples, FL/Old US 41                        -             849            2,016            288              -
   2/29/96     Lake Worth, FL/S. Military Tr.              -           1,782            4,723            170              -
   2/29/96     Brandon, FL/W Brandon Blvd.                 -           1,928            4,523          1,020              -
   2/29/96     Coral Springs FL/W Sample Rd.               -           3,480            8,148            219              -
   2/29/96     Delray Beach FL/S Military Tr.              -             941            2,222            250              -
   2/29/96     Jupiter FL/Military Trail                   -           2,280            5,347            381              -
   2/29/96     Lakeworth FL/Lake Worth Rd                  -             737            1,742            213              -
   2/29/96     New Port Richey/State Rd 54                 -             857            2,025            304              -
   2/29/96     Sanford FL/S Orlando Dr                     -             734            1,749          2,139              -
    3/8/96     Atlanta/Roswell                             -             898            3,649            191              -
   3/31/96     Oakland                                     -           1,065            2,764            488              -
   3/31/96     Saratoga                                    -           2,339            6,081            246              -
   3/31/96     Randallstown                                -           1,359            3,527            462              -
   3/31/96     Plano                                       -             650            1,682            191              -
   3/31/96     Houston                                     -             543            1,402            198              -
   3/31/96     Irvine                                      -           1,920            4,975          1,363              -
   3/31/96     Milwaukee                                   -             542            1,402            185              -
   3/31/96     Carrollton                                  -             578            1,495            168              -
   3/31/96     Torrance                                    -           1,415            3,675            201              -
   3/31/96     Jacksonville                                -             713            1,845            252              -
   3/31/96     Dallas                                      -             315              810          1,837              -
   3/31/96     Houston                                     -             669            1,724            837              -
   3/31/96     Baltimore                                   -             842            2,180            334              -
   3/31/96     New Haven                                   -             740            1,907            (14)             -
    4/1/96     Chicago/Pulaski                             -             764            1,869            377              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
    1/1/96     Bedford Hts/Miles                          835            2,930             3,765           1,383
    1/1/96     Livonia/Newburgh                           635            2,385             3,020           1,082
    1/1/96     Sunland/Sunland Blvd.                      631            3,222             3,853           1,436
    1/1/96     Des Moines                                 447            2,290             2,737           1,056
    1/1/96     Oxonhill/Indianhead                        772            3,613             4,385           1,677
    1/1/96     Sacramento/N. 16th                         581            4,340             4,921           1,643
    1/1/96     Houston/Westheimer                       1,507            4,028             5,535           1,862
    1/1/96     San Pablo/San Pablo                        565            2,157             2,722             972
    1/1/96     Bowie/Woodcliff                            718            3,904             4,622           1,733
    1/1/96     Milwaukee/S. 84th                          444            3,313             3,757           1,510
    1/1/96     Clinton/Malcolm Road                       592            3,605             4,197           1,596
    1/3/96     San Gabriel                              1,005            2,769             3,774           1,560
    1/5/96     San Francisco, Second St.                2,879            7,034             9,913           3,795
   1/12/96     San Antonio, TX                            912            2,287             3,199           1,232
   2/29/96     Naples, FL/Old US 41                       849            2,304             3,153           1,296
   2/29/96     Lake Worth, FL/S. Military Tr.           1,781            4,894             6,675           2,613
   2/29/96     Brandon, FL/W Brandon Blvd.              1,928            5,543             7,471           3,354
   2/29/96     Coral Springs FL/W Sample Rd.            3,479            8,368            11,847           4,474
   2/29/96     Delray Beach FL/S Military Tr.             940            2,473             3,413           1,355
   2/29/96     Jupiter FL/Military Trail                2,279            5,729             8,008           3,108
   2/29/96     Lakeworth FL/Lake Worth Rd                 736            1,956             2,692           1,091
   2/29/96     New Port Richey/State Rd 54                856            2,330             3,186           1,313
   2/29/96     Sanford FL/S Orlando Dr                    974            3,648             4,622           1,977
    3/8/96     Atlanta/Roswell                            898            3,840             4,738           2,020
   3/31/96     Oakland                                  1,065            3,252             4,317           1,811
   3/31/96     Saratoga                                 2,339            6,327             8,666           3,342
   3/31/96     Randallstown                             1,359            3,989             5,348           2,181
   3/31/96     Plano                                      649            1,874             2,523             999
   3/31/96     Houston                                    543            1,600             2,143             867
   3/31/96     Irvine                                   1,920            6,338             8,258           3,354
   3/31/96     Milwaukee                                  542            1,587             2,129             878
   3/31/96     Carrollton                                 578            1,663             2,241             891
   3/31/96     Torrance                                 1,415            3,876             5,291           2,078
   3/31/96     Jacksonville                               712            2,098             2,810           1,177
   3/31/96     Dallas                                     315            2,647             2,962           1,055
   3/31/96     Houston                                    669            2,561             3,230           1,455
   3/31/96     Baltimore                                  842            2,514             3,356           1,384
   3/31/96     New Haven                                  667            1,966             2,633           1,061
    4/1/96     Chicago/Pulaski                            763            2,247             3,010           1,125



                                       F-53


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    4/1/96     Las Vegas/Desert Inn                        -           1,115            2,729            216              -
    4/1/96     Torrance/Crenshaw                           -             916            2,243            159              -
    4/1/96     Weymouth                                    -             485            1,187            374              -
    4/1/96     St. Louis/Barrett Station Road              -             630            1,542            288              -
    4/1/96     Rockville/Randolph                          -           1,153            2,823            294              -
    4/1/96     Simi Valley/East Street                     -             970            2,374            123              -
    4/1/96     Houston/Westheimer                          -           1,390            3,402          6,310              -
    4/3/96     Naples                                      -           1,187            2,809            510              -
   6/26/96     Boca Raton                                  -           3,180            7,468            882              -
   6/28/96     Venice                                      -             669            1,575            207              -
   6/30/96     Las Vegas                                   -             921            2,155            390              -
   6/30/96     Bedford Park                                -             606            1,419            312              -
   6/30/96     Los Angeles                                 -             692            1,616            175              -
   6/30/96     Silver Spring                               -           1,513            3,535            372              -
   6/30/96     Newark                                      -           1,051            2,458            154              -
   6/30/96     Brooklyn                                    -             783            1,830          2,624              -
    7/2/96     Glen Burnie/Furnace Br Rd                   -           1,755            4,150            773              -
   7/22/96     Lakewood/W Hampton                          -             717            2,092            106              -
   8/13/96     Norcross/Holcomb Bridge Rd                  -             955            3,117            186              -
    9/5/96     Spring Valley/S Pascack rd                  -           1,260            2,966          1,033              -
   9/16/96     Dallas/Royal Lane                           -           1,008            2,426            319              -
   9/16/96     Colorado Springs/Tomah Drive                -             731            1,759            213              -
   9/16/96     Lewisville/S. Stemmons                      -             603            1,451            186              -
   9/16/96     Las Vegas/Boulder Hwy.                      -             947            2,279            509              -
   9/16/96     Sarasota/S. Tamiami Trail                   -             584            1,407          1,478              -
   9/16/96     Willow Grove/Maryland Road                  -             673            1,620            171              -
   9/16/96     Houston/W. Montgomery Rd.                   -             524            1,261            335              -
   9/16/96     Denver/W. Hampden                           -           1,084            2,609            269              -
   9/16/96     Littleton/Southpark Way                     -             922            2,221            474              -
   9/16/96     Petaluma/Baywood Drive                      -             861            2,074            177              -
   9/16/96     Canoga Park/Sherman Way                     -           1,543            3,716            642              -
   9/16/96     Jacksonville/South Lane Ave.                -             554            1,334            312              -
   9/16/96     Newport News/Warwick Blvd.                  -             575            1,385            224              -
   9/16/96     Greenbrook/Route 22                         -           1,227            2,954            694              -
   9/16/96     Monsey/Route 59                             -           1,068            2,572            258              -
   9/16/96     Santa Rosa/Santa Rosa Ave.                  -             575            1,385            157              -
   9/16/96     Fort Worth/Brentwood                        -             823            2,016            290              -
   9/16/96     Glendale/San Fernando Road                  -           2,500            6,124            288              -
   9/16/96     Houston/Harwin                              -             549            1,344            332              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
    4/1/96     Las Vegas/Desert Inn                     1,115            2,945             4,060           1,514
    4/1/96     Torrance/Crenshaw                          916            2,402             3,318           1,215
    4/1/96     Weymouth                                   485            1,561             2,046             764
    4/1/96     St. Louis/Barrett Station Road             630            1,830             2,460             853
    4/1/96     Rockville/Randolph                       1,153            3,117             4,270           1,586
    4/1/96     Simi Valley/East Street                    969            2,498             3,467           1,230
    4/1/96     Houston/Westheimer                       1,389            9,713            11,102           4,247
    4/3/96     Naples                                   1,186            3,320             4,506           1,790
   6/26/96     Boca Raton                               3,179            8,351            11,530           4,736
   6/28/96     Venice                                     669            1,782             2,451             979
   6/30/96     Las Vegas                                  921            2,545             3,466           1,460
   6/30/96     Bedford Park                               606            1,731             2,337             973
   6/30/96     Los Angeles                                691            1,792             2,483             961
   6/30/96     Silver Spring                            1,513            3,907             5,420           2,095
   6/30/96     Newark                                   1,051            2,612             3,663           1,378
   6/30/96     Brooklyn                                   783            4,454             5,237           1,859
    7/2/96     Glen Burnie/Furnace Br Rd                1,754            4,924             6,678           2,437
   7/22/96     Lakewood/W Hampton                         716            2,199             2,915           1,125
   8/13/96     Norcross/Holcomb Bridge Rd                 954            3,304             4,258           1,722
    9/5/96     Spring Valley/S Pascack rd               1,260            3,999             5,259           2,149
   9/16/96     Dallas/Royal Lane                        1,007            2,746             3,753           1,432
   9/16/96     Colorado Springs/Tomah Drive               730            1,973             2,703           1,003
   9/16/96     Lewisville/S. Stemmons                     602            1,638             2,240             865
   9/16/96     Las Vegas/Boulder Hwy.                     946            2,789             3,735           1,562
   9/16/96     Sarasota/S. Tamiami Trail                  584            2,885             3,469           1,108
   9/16/96     Willow Grove/Maryland Road                 672            1,792             2,464             934
   9/16/96     Houston/W. Montgomery Rd.                  523            1,597             2,120             848
   9/16/96     Denver/W. Hampden                        1,083            2,879             3,962           1,504
   9/16/96     Littleton/Southpark Way                    922            2,695             3,617           1,469
   9/16/96     Petaluma/Baywood Drive                     861            2,251             3,112           1,190
   9/16/96     Canoga Park/Sherman Way                  1,543            4,358             5,901           2,418
   9/16/96     Jacksonville/South Lane Ave.               554            1,646             2,200             916
   9/16/96     Newport News/Warwick Blvd.                 575            1,609             2,184             870
   9/16/96     Greenbrook/Route 22                      1,226            3,649             4,875           1,849
   9/16/96     Monsey/Route 59                          1,068            2,830             3,898           1,455
   9/16/96     Santa Rosa/Santa Rosa Ave.                 575            1,542             2,117             805
   9/16/96     Fort Worth/Brentwood                       823            2,306             3,129           1,173
   9/16/96     Glendale/San Fernando Road               2,499            6,413             8,912           3,251
   9/16/96     Houston/Harwin                             549            1,676             2,225             857



                                       F-54


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   9/16/96     Irvine/Cowan Street                         -           1,890            4,631            448              -
   9/16/96     Fairfield/Dixie Highway                     -             427            1,046            175              -
   9/16/96     Mesa/Country Club Drive                     -             701            1,718            652              -
   9/16/96     San Francisco/Geary Blvd.                   -           2,957            7,244            596              -
   9/16/96     Houston/Gulf Freeway                        -             701            1,718          5,106              -
   9/16/96     Las Vegas/S. Decatur Blvd.                  -           1,037            2,539            304              -
   9/16/96     Tempe/McKellips Road                        -             823            1,972            420              -
   9/16/96     Richland Hills/Airport Fwy.                 -             473            1,158            253              -
  10/11/96     Hampton/Pembroke Road                       -           1,080            2,346            (94)             -
  10/11/96     Norfolk/Widgeon Road                        -           1,110            2,405           (224)             -
  10/11/96     Richmond/Bloom Lane                         -           1,188            2,512            (81)             -
  10/11/96     Virginia Beach/Southern Blvd                -             282              610            300              -
  10/11/96     Chesapeake/Military Hwy                     -               -            2,886            473              -
  10/11/96     Richmond/Midlothian Park                    -             762            1,588            586              -
  10/11/96     Roanoke/Peters Creek Road                   -             819            1,776            391              -
  10/11/96     Orlando/E Oakridge Rd                       -             927            2,020            575              -
  10/11/96     Orlando/South Hwy 17-92                     -           1,170            2,549            368              -
  10/25/96     Austin/Renelli                              -           1,710            3,990            425              -
  10/25/96     Austin/Santiago                             -             900            2,100            309              -
  10/25/96     Dallas/East N.W. Highway                    -             698            1,628            854              -
  10/25/96     Dallas/Denton Drive                         -             900            2,100            324              -
  10/25/96     Houston/Hempstead                           -             518            1,207            470              -
  10/25/96     Pasadena/So. Shaver                         -             420              980            485              -
  10/31/96     Houston/Joel Wheaton Rd                     -             465            1,085            268              -
  10/31/96     Mt Holly/541 Bypass                         -             360              840            411              -
  11/13/96     Town East/Mesquite                          -             330              770            293              -
  11/14/96     Bossier City LA                             -             633            1,488              4              -
   12/5/96     Lake Forest/Bake Parkway                    -             971            2,173          5,004              -
  12/16/96     Cherry Hill/Old Cuthbert                    -             645            1,505            907              -
  12/16/96     Oklahoma City/SW 74th                       -             375              875            189              -
  12/16/96     Oklahoma City/S Santa Fe                    -             360              840            209              -
  12/16/96     Oklahoma City/S. May                        -             360              840            203              -
  12/16/96     Arlington/S. Watson Rd.                     -             930            2,170            803              -
  12/16/96     Richardson/E. Arapaho                       -           1,290            3,010            556              -
  12/23/96     Eagle Rock/Colorado                         -             330              813            440              -
  12/23/96     Upper Darby/Lansdowne                       -             899            2,272            318              -
  12/23/96     Plymouth Meeting /Chemical                  -           1,109            2,802            283              -
  12/23/96     Philadelphia/Byberry                        -           1,019            2,575            463              -
  12/23/96     Ft. Lauderdale/State Road                   -           1,199            3,030            328              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   9/16/96     Irvine/Cowan Street                      1,890            5,079             6,969           2,615
   9/16/96     Fairfield/Dixie Highway                    427            1,221             1,648             649
   9/16/96     Mesa/Country Club Drive                    701            2,370             3,071           1,275
   9/16/96     San Francisco/Geary Blvd.                2,956            7,841            10,797           4,004
   9/16/96     Houston/Gulf Freeway                       701            6,824             7,525           2,283
   9/16/96     Las Vegas/S. Decatur Blvd.               1,036            2,844             3,880           1,481
   9/16/96     Tempe/McKellips Road                       823            2,392             3,215           1,280
   9/16/96     Richland Hills/Airport Fwy.                472            1,412             1,884             775
  10/11/96     Hampton/Pembroke Road                      914            2,418             3,332           1,053
  10/11/96     Norfolk/Widgeon Road                       908            2,383             3,291           1,032
  10/11/96     Richmond/Bloom Lane                        994            2,625             3,619           1,175
  10/11/96     Virginia Beach/Southern Blvd               282              910             1,192             562
  10/11/96     Chesapeake/Military Hwy                      -            3,359             3,359           1,402
  10/11/96     Richmond/Midlothian Park                   762            2,174             2,936           1,323
  10/11/96     Roanoke/Peters Creek Road                  819            2,167             2,986           1,180
  10/11/96     Orlando/E Oakridge Rd                      927            2,595             3,522           1,333
  10/11/96     Orlando/South Hwy 17-92                  1,170            2,917             4,087           1,508
  10/25/96     Austin/Renelli                           1,709            4,416             6,125           2,281
  10/25/96     Austin/Santiago                            900            2,409             3,309           1,258
  10/25/96     Dallas/East N.W. Highway                   697            2,483             3,180           1,045
  10/25/96     Dallas/Denton Drive                        900            2,424             3,324           1,229
  10/25/96     Houston/Hempstead                          517            1,678             2,195           1,012
  10/25/96     Pasadena/So. Shaver                        420            1,465             1,885             893
  10/31/96     Houston/Joel Wheaton Rd                    465            1,353             1,818             736
  10/31/96     Mt Holly/541 Bypass                        360            1,251             1,611             721
  11/13/96     Town East/Mesquite                         330            1,063             1,393             579
  11/14/96     Bossier City LA                            557            1,568             2,125             673
   12/5/96     Lake Forest/Bake Parkway                   972            7,176             8,148           1,487
  12/16/96     Cherry Hill/Old Cuthbert                   645            2,412             3,057           1,425
  12/16/96     Oklahoma City/SW 74th                      375            1,064             1,439             549
  12/16/96     Oklahoma City/S Santa Fe                   360            1,049             1,409             577
  12/16/96     Oklahoma City/S. May                       360            1,043             1,403             558
  12/16/96     Arlington/S. Watson Rd.                    930            2,973             3,903           1,641
  12/16/96     Richardson/E. Arapaho                    1,290            3,566             4,856           1,892
  12/23/96     Eagle Rock/Colorado                        444            1,139             1,583             487
  12/23/96     Upper Darby/Lansdowne                      899            2,590             3,489           1,392
  12/23/96     Plymouth Meeting /Chemical               1,109            3,085             4,194           1,217
  12/23/96     Philadelphia/Byberry                     1,019            3,038             4,057           1,516
  12/23/96     Ft. Lauderdale/State Road                1,199            3,358             4,557           1,771



                                       F-55


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   12/23/96    Englewood/Costilla                          -           1,739            4,393            287              -
   12/23/96    Lilburn/Beaver Ruin Road                    -             600            1,515            239              -
   12/23/96    Carmichael/Fair Oaks                        -             809            2,045            320              -
   12/23/96    Portland/Division Street                    -             989            2,499            216              -
   12/23/96    Napa/Industrial                             -             660            1,666            182              -
   12/23/96    Wheatridge/W. 44th Avenue                   -           1,439            3,636            207              -
   12/23/96    Las Vegas/Charleston                        -           1,049            2,651            269              -
   12/23/96    Las Vegas/South Arvill                      -             929            2,348            253              -
   12/23/96    Los Angeles/Santa Monica                    -           3,328            8,407            655              -
   12/23/96    Warren/Schoenherr Rd.                       -             749            1,894            334              -
   12/23/96    Portland/N.E. 71st Avenue                   -             869            2,196            314              -
   12/23/96    Broadview/S. 25th Avenue                    -           1,289            3,257            459              -
   12/23/96    Winter Springs/W. St. Rte 434               -             689            1,742            236              -
   12/23/96    Tampa/15th Street                           -             420            1,060            361              -
   12/23/96    Pompano Beach/S. Dixie Hwy.                 -             930            2,292            427              -
   12/23/96    Overland Park/Mastin                        -             990            2,440          3,287              -
   12/23/96    Auburn/R Street                             -             690            1,700            255              -
   12/23/96    Federal Heights/W. 48th Ave.                -             720            1,774            313              -
   12/23/96    Decatur/Covington                           -             930            2,292            301              -
   12/23/96    Forest Park/Jonesboro Rd.                   -             540            1,331            313              -
   12/23/96    Mangonia Park/Australian Ave.               -             840            2,070            195              -
   12/23/96    Whittier/Colima                             -             540            1,331            160              -
   12/23/96    Kent/Pacific Hwy South                      -             930            2,292            223              -
   12/23/96    Topeka/8th Street                           -             150              370            424              -
   12/23/96    Denver East Evans                           -           1,740            4,288            318              -
   12/23/96    Pittsburgh/California Ave.                  -             630            1,552            127              -
   12/23/96    Ft. Lauderdale/Powerline                    -               -            2,286            408              -
   12/23/96    Philadelphia/Oxford                         -             900            2,218            321              -
   12/23/96    Dallas/Lemmon Ave.                          -           1,710            4,214            295              -
   12/23/96    Alsip/115th Street                          -             750            1,848          4,659              -
   12/23/96    Green Acres/Jog Road                        -             600            1,479            179              -
   12/23/96    Pompano Beach/Sample Road                   -           1,320            3,253            207              -
   12/23/96    Wyndmoor/Ivy Hill                           -           2,160            5,323            423              -
   12/23/96    W. Palm Beach/Belvedere                     -             960            2,366            276              -
   12/23/96    Renton  174th St.                           -             960            2,366            451              -
   12/23/96    Sacramento/Northgate                        -           1,021            2,647            196              -
   12/23/96    Phoenix/19th Avenue                         -             991            2,569            512              -
   12/23/96    Bedford Park/Cicero                         -           1,321            3,426            762              -
   12/23/96    Lake Worth/Lk Worth                         -           1,111            2,880            294              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   12/23/96    Englewood/Costilla                       1,738            4,681             6,419           2,336
   12/23/96    Lilburn/Beaver Ruin Road                   599            1,755             2,354             926
   12/23/96    Carmichael/Fair Oaks                       809            2,365             3,174           1,236
   12/23/96    Portland/Division Street                   989            2,715             3,704           1,397
   12/23/96    Napa/Industrial                            659            1,849             2,508             972
   12/23/96    Wheatridge/W. 44th Avenue                1,438            3,844             5,282           1,986
   12/23/96    Las Vegas/Charleston                     1,049            2,920             3,969           1,487
   12/23/96    Las Vegas/South Arvill                     929            2,601             3,530           1,347
   12/23/96    Los Angeles/Santa Monica                 3,326            9,064            12,390           4,525
   12/23/96    Warren/Schoenherr Rd.                      749            2,228             2,977           1,124
   12/23/96    Portland/N.E. 71st Avenue                  869            2,510             3,379           1,349
   12/23/96    Broadview/S. 25th Avenue                 1,289            3,716             5,005           1,944
   12/23/96    Winter Springs/W. St. Rte 434              689            1,978             2,667           1,027
   12/23/96    Tampa/15th Street                          420            1,421             1,841             848
   12/23/96    Pompano Beach/S. Dixie Hwy.                930            2,719             3,649           1,523
   12/23/96    Overland Park/Mastin                     1,306            5,411             6,717           2,189
   12/23/96    Auburn/R Street                            690            1,955             2,645           1,052
   12/23/96    Federal Heights/W. 48th Ave.               720            2,087             2,807           1,074
   12/23/96    Decatur/Covington                          930            2,593             3,523           1,382
   12/23/96    Forest Park/Jonesboro Rd.                  540            1,644             2,184             873
   12/23/96    Mangonia Park/Australian Ave.              840            2,265             3,105           1,205
   12/23/96    Whittier/Colima                            540            1,491             2,031             767
   12/23/96    Kent/Pacific Hwy South                     930            2,515             3,445           1,315
   12/23/96    Topeka/8th Street                          150              794               944             445
   12/23/96    Denver East Evans                        1,739            4,607             6,346           2,340
   12/23/96    Pittsburgh/California Ave.                 630            1,679             2,309             876
   12/23/96    Ft. Lauderdale/Powerline                     -            2,694             2,694           1,151
   12/23/96    Philadelphia/Oxford                        900            2,539             3,439           1,305
   12/23/96    Dallas/Lemmon Ave.                       1,709            4,510             6,219           2,246
   12/23/96    Alsip/115th Street                         750            6,507             7,257           2,055
   12/23/96    Green Acres/Jog Road                       600            1,658             2,258             861
   12/23/96    Pompano Beach/Sample Road                1,320            3,460             4,780           1,773
   12/23/96    Wyndmoor/Ivy Hill                        2,159            5,747             7,906           2,891
   12/23/96    W. Palm Beach/Belvedere                    960            2,642             3,602           1,387
   12/23/96    Renton  174th St.                          960            2,817             3,777           1,465
   12/23/96    Sacramento/Northgate                     1,021            2,843             3,864           1,460
   12/23/96    Phoenix/19th Avenue                        991            3,081             4,072           1,525
   12/23/96    Bedford Park/Cicero                      1,321            4,188             5,509           2,065
   12/23/96    Lake Worth/Lk Worth                      1,111            3,174             4,285           1,675



                                       F-56


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
  12/23/96     Arlington/Algonquin                         -             991            2,569            916              -
  12/23/96     Seattle/15th Avenue                         -             781            2,024            294              -
  12/23/96     Southington/Spring                          -             811            2,102            458              -
  12/23/96     Clifton/Broad Street                        -               -            5,070            257              -
  12/23/96     Hillside/Glenwood                           -               -            4,614            441              -
  12/23/96     Nashville/Dickerson Pike                    -             990            2,440            269              -
  12/23/96     Madison/Gallatin Road                       -             780            1,922            477              -
  12/30/96     Concorde/Treat                              -           1,396            3,258            340              -
  12/30/96     Virginia Beach                              -             535            1,248            229              -
  12/30/96     San Mateo                                   -           2,408            5,619            274              -
   1/22/97     Austin, 1033 E. 41 Street                   -             257            3,633            149              -
   4/12/97     Annandale / Backlick                        -             955            2,229            396              -
   4/12/97     Ft. Worth / West Freeway                    -             667            1,556            345              -
   4/12/97     Campbell / S. Curtner                       -           2,550            5,950            840              -
   4/12/97     Aurora / S. Idalia                          -           1,002            2,338            666              -
   4/12/97     Santa Cruz / Capitola                       -           1,037            2,420            366              -
   4/12/97     Indianapolis / Lafayette Road               -             682            1,590            670              -
   4/12/97     Indianapolis / Route 31                     -             619            1,444            556              -
   4/12/97     Farmingdale / Broad Hollow Rd.              -           1,568            3,658          1,065              -
   4/12/97     Tyson's Corner / Springhill Rd.             -           3,861            9,010          1,428              -
   4/12/97     Fountain Valley / Newhope                   -           1,137            2,653            439              -
   4/12/97     Dallas / Winsted                            -           1,375            3,209            567              -
   4/12/97     Columbia / Broad River Rd.                  -             121              282            174              -
   4/12/97     Livermore / S. Front Road                   -             876            2,044            227              -
   4/12/97     Garland / Plano                             -             889            2,073            291              -
   4/12/97     San Jose / Story Road                       -           1,352            3,156            778              -
   4/12/97     Aurora / Abilene                            -           1,406            3,280            577              -
   4/12/97     Antioch / Sunset Drive                      -           1,035            2,416            307              -
   4/12/97     Rancho Cordova / Sunrise                    -           1,048            2,445            439              -
   4/12/97     Berlin / Wilbur Cross                       -             756            1,764            455              -
   4/12/97     Whittier / Whittier Blvd.                   -             648            1,513            211              -
   4/12/97     Peabody / Newbury Street                    -           1,159            2,704            682              -
   4/12/97     Denver / Blake                              -             602            1,405            244              -
   4/12/97     Evansville / Green River Road               -             470            1,096            245              -
   4/12/97     Burien / First Ave. So.                     -             792            1,847            319              -
   4/12/97     Rancho Cordova / Mather Field               -             494            1,153            419              -
   4/12/97     Sugar Land / Eldridge                       -             705            1,644            331              -
   4/12/97     Columbus / Eastland Drive                   -             602            1,405            355              -
   4/12/97     Slickerville / Black Horse Pike             -             539            1,258            281              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
  12/23/96     Arlington/Algonquin                        991            3,485             4,476           1,976
  12/23/96     Seattle/15th Avenue                        780            2,319             3,099           1,222
  12/23/96     Southington/Spring                         810            2,561             3,371           1,278
  12/23/96     Clifton/Broad Street                         -            5,327             5,327           4,557
  12/23/96     Hillside/Glenwood                            -            5,055             5,055           3,224
  12/23/96     Nashville/Dickerson Pike                   990            2,709             3,699           1,404
  12/23/96     Madison/Gallatin Road                      780            2,399             3,179           1,247
  12/30/96     Concorde/Treat                           1,396            3,598             4,994           1,847
  12/30/96     Virginia Beach                             535            1,477             2,012             773
  12/30/96     San Mateo                                2,408            5,893             8,301           2,949
   1/22/97     Austin, 1033 E. 41 Street                  257            3,782             4,039           1,838
   4/12/97     Annandale / Backlick                       955            2,625             3,580           1,329
   4/12/97     Ft. Worth / West Freeway                   667            1,901             2,568             934
   4/12/97     Campbell / S. Curtner                    2,549            6,791             9,340           3,266
   4/12/97     Aurora / S. Idalia                       1,001            3,005             4,006           1,568
   4/12/97     Santa Cruz / Capitola                    1,037            2,786             3,823           1,363
   4/12/97     Indianapolis / Lafayette Road              681            2,261             2,942           1,102
   4/12/97     Indianapolis / Route 31                    618            2,001             2,619           1,012
   4/12/97     Farmingdale / Broad Hollow Rd.           1,567            4,724             6,291           2,253
   4/12/97     Tyson's Corner / Springhill Rd.          3,781           10,518            14,299           5,221
   4/12/97     Fountain Valley / Newhope                1,137            3,092             4,229           1,489
   4/12/97     Dallas / Winsted                         1,375            3,776             5,151           1,854
   4/12/97     Columbia / Broad River Rd.                 121              456               577             278
   4/12/97     Livermore / S. Front Road                  876            2,271             3,147           1,107
   4/12/97     Garland / Plano                            888            2,365             3,253           1,168
   4/12/97     San Jose / Story Road                    1,352            3,934             5,286           1,863
   4/12/97     Aurora / Abilene                         1,405            3,858             5,263           1,920
   4/12/97     Antioch / Sunset Drive                   1,035            2,723             3,758           1,322
   4/12/97     Rancho Cordova / Sunrise                 1,048            2,884             3,932           1,494
   4/12/97     Berlin / Wilbur Cross                      756            2,219             2,975           1,091
   4/12/97     Whittier / Whittier Blvd.                  648            1,724             2,372             853
   4/12/97     Peabody / Newbury Street                 1,158            3,387             4,545           1,768
   4/12/97     Denver / Blake                             602            1,649             2,251             837
   4/12/97     Evansville / Green River Road              470            1,341             1,811             678
   4/12/97     Burien / First Ave. So.                    791            2,167             2,958           1,083
   4/12/97     Rancho Cordova / Mather Field              494            1,572             2,066             794
   4/12/97     Sugar Land / Eldridge                      704            1,976             2,680             977
   4/12/97     Columbus / Eastland Drive                  602            1,760             2,362             939
   4/12/97     Slickerville / Black Horse Pike            539            1,539             2,078             802



                                       F-57


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   4/12/97     Seattle / Aurora                            -           1,145            2,671            406              -
   4/12/97     Gaithersburg / Christopher Ave.             -             972            2,268            442              -
   4/12/97     Manchester / Tolland Turnpike               -             807            1,883            384              -
   6/25/97     L.A./Venice Blvd.                           -             523            1,221          1,868              -
   6/25/97     Kirkland-Totem                              -           2,131            4,972            268              -
   6/25/97     Idianapolis                                 -             471            1,098            424              -
   6/25/97     Dallas                                      -             699            1,631            149              -
   6/25/97     Atlanta                                     -           1,183            2,761            179              -
   6/25/97     Bensalem                                    -           1,159            2,705            155              -
   6/25/97     Evansville                                  -             429            1,000            136              -
   6/25/97     Austin                                      -             813            1,897            154              -
   6/25/97     Harbor City                                 -           1,244            2,904            296              -
   6/25/97     Birmingham                                  -             539            1,258            181              -
   6/25/97     Sacramento                                  -             489            1,396            (38)             -
   6/25/97     Carrollton                                  -             441            1,029             66              -
   6/25/97     La Habra                                    -             822            1,918            186              -
   6/25/97     Lombard                                     -           1,527            3,564          1,788              -
   6/25/97     Fairfield                                   -             740            1,727            145              -
   6/25/97     Seattle                                     -           1,498            3,494          9,779              -
   6/25/97     Bellevue                                    -           1,653            3,858            264              -
   6/25/97     Citrus Heights                              -             642            1,244            641              -
   6/25/97     San Jose                                    -           1,273            2,971             38              -
   6/25/97     Stanton                                     -             948            2,212             87              -
   6/25/97     Garland                                     -             486            1,135            135              -
   6/25/97     Westford                                    -             857            1,999            448              -
   6/25/97     Dallas                                      -           1,627            3,797            853              -
   6/25/97     Wheat Ridge                                 -           1,054            2,459            444              -
   6/25/97     Berlin                                      -             825            1,925          4,612              -
   6/25/97     Gretna                                      -           1,069            2,494            766              -
   6/25/97     Spring                                      -             461            1,077            310              -
   6/25/97     Sacramento                                  -             592            1,380          1,118              -
   6/25/97     Houston/South Dairyashford                  -             856            1,997            470              -
   6/25/97     Naperville                                  -           1,108            2,585            523              -
   6/25/97     Carrollton                                  -           1,158            2,702            716              -
   6/25/97     Waipahu                                     -           1,620            3,780            871              -
   6/25/97     Davis                                       -             628            1,465            240              -
   6/25/97     Decatur                                     -             951            2,220            456              -
   6/25/97     Jacksonville                                -             653            1,525            374              -
   6/25/97     Chicoppe                                    -             663            1,546            483              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   4/12/97     Seattle / Aurora                         1,144            3,078             4,222           1,506
   4/12/97     Gaithersburg / Christopher Ave.            972            2,710             3,682           1,355
   4/12/97     Manchester / Tolland Turnpike              807            2,267             3,074           1,096
   6/25/97     L.A./Venice Blvd.                        1,044            2,568             3,612           1,035
   6/25/97     Kirkland-Totem                           2,098            5,273             7,371           2,621
   6/25/97     Idianapolis                                471            1,522             1,993             727
   6/25/97     Dallas                                     699            1,780             2,479             864
   6/25/97     Atlanta                                  1,183            2,940             4,123           1,467
   6/25/97     Bensalem                                 1,159            2,860             4,019           1,405
   6/25/97     Evansville                                 400            1,165             1,565             568
   6/25/97     Austin                                     813            2,051             2,864             996
   6/25/97     Harbor City                              1,244            3,200             4,444           1,664
   6/25/97     Birmingham                                 539            1,439             1,978             728
   6/25/97     Sacramento                                 489            1,358             1,847             659
   6/25/97     Carrollton                                 441            1,095             1,536             534
   6/25/97     La Habra                                   822            2,104             2,926           1,039
   6/25/97     Lombard                                  2,046            4,833             6,879           2,262
   6/25/97     Fairfield                                  740            1,872             2,612             914
   6/25/97     Seattle                                  1,447           13,324            14,771           2,989
   6/25/97     Bellevue                                 1,653            4,122             5,775           2,016
   6/25/97     Citrus Heights                             642            1,885             2,527           1,014
   6/25/97     San Jose                                 1,273            3,009             4,282           1,447
   6/25/97     Stanton                                    947            2,300             3,247           1,126
   6/25/97     Garland                                    486            1,270             1,756             622
   6/25/97     Westford                                   857            2,447             3,304           1,226
   6/25/97     Dallas                                   1,627            4,650             6,277           2,287
   6/25/97     Wheat Ridge                              1,053            2,904             3,957           1,422
   6/25/97     Berlin                                     504            6,858             7,362           1,623
   6/25/97     Gretna                                   1,069            3,260             4,329           1,688
   6/25/97     Spring                                     461            1,387             1,848             677
   6/25/97     Sacramento                                 720            2,370             3,090           1,110
   6/25/97     Houston/South Dairyashford                 855            2,468             3,323           1,203
   6/25/97     Naperville                               1,108            3,108             4,216           1,522
   6/25/97     Carrollton                               1,157            3,419             4,576           1,672
   6/25/97     Waipahu                                  1,619            4,652             6,271           2,275
   6/25/97     Davis                                      628            1,705             2,333             833
   6/25/97     Decatur                                    951            2,676             3,627           1,337
   6/25/97     Jacksonville                               653            1,899             2,552             940
   6/25/97     Chicoppe                                   662            2,030             2,692           1,033



                                       F-58


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   6/25/97     Alexandria                                  -           1,533            3,576            606              -
   6/25/97     Houston/Veterans Memorial Dr.               -             458            1,070            276              -
   6/25/97     Los Angeles/Olympic                         -           4,392           10,247          1,371              -
   6/25/97     Littleton                                   -           1,340            3,126            660              -
   6/25/97     Metairie                                    -           1,229            2,868            297              -
   6/25/97     Louisville                                  -             717            1,672            416              -
   6/25/97     East Hazel Crest                            -             753            1,757          2,295              -
   6/25/97     Edmonds                                     -           1,187            2,770            475              -
   6/25/97     Foster City                                 -           1,064            2,483            383              -
   6/25/97     Chicago                                     -           1,160            2,708            590              -
   6/25/97     Philadelphia                                -             924            2,155            444              -
   6/25/97     Dallas/Vilbig Rd.                           -             508            1,184            348              -
   6/25/97     Staten Island                               -           1,676            3,910            724              -
   6/25/97     Pelham Manor                                -           1,209            2,820            888              -
   6/25/97     Irving                                      -             469            1,093            248              -
   6/25/97     Elk Grove                                   -             642            1,497            477              -
   6/25/97     LAX                                         -           1,312            3,062            577              -
   6/25/97     Denver                                      -           1,316            3,071            823              -
   6/25/97     Plano                                       -           1,369            3,193            594              -
   6/25/97     Lynnwood                                    -             839            1,959            419              -
   6/25/97     Lilburn                                     -             507            1,182            446              -
   6/25/97     Parma                                       -             881            2,055            756              -
   6/25/97     Davie                                       -           1,086            2,533            699              -
   6/25/97     Allen Park                                  -             953            2,223            575              -
   6/25/97     Aurora                                      -             808            1,886            480              -
   6/25/97     San Diego/16th Street                       -             932            2,175            735              -
   6/25/97     Sterling Heights                            -             766            1,787            610              -
   6/25/97     East L.A./Boyle Heights                     -             957            2,232            559              -
   6/25/97     Springfield/Alban Station                   -           1,317            3,074            859              -
   6/25/97     Littleton                                   -             868            2,026            525              -
   6/25/97     Sacramento/57th Street                      -             869            2,029            562              -
   6/25/97     Miami                                       -           1,762            4,111          1,066              -
   8/13/97     Santa Monica / Wilshire Blvd.               -           2,040            4,760            441              -
   10/1/97     Marietta /Austell Rd                        -             398            1,326            373            681
   10/1/97     Denver / Leetsdale                          -           1,407            1,682            380            952
   10/1/97     Baltimore / York Road                       -           1,538            1,952            809          1,125
   10/1/97     Bolingbrook                                 -             737            1,776            388            927
   10/1/97     Kent / Central                              -             483            1,321            227            687
   10/1/97     Geneva / Roosevelt                          -             355            1,302            262            665







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   6/25/97     Alexandria                               1,532            4,183             5,715           2,023
   6/25/97     Houston/Veterans Memorial Dr.              458            1,346             1,804             654
   6/25/97     Los Angeles/Olympic                      4,390           11,620            16,010           5,515
   6/25/97     Littleton                                1,339            3,787             5,126           1,900
   6/25/97     Metairie                                 1,229            3,165             4,394           1,652
   6/25/97     Louisville                                 716            2,089             2,805           1,012
   6/25/97     East Hazel Crest                         1,213            3,592             4,805           2,019
   6/25/97     Edmonds                                  1,187            3,245             4,432           1,569
   6/25/97     Foster City                              1,064            2,866             3,930           1,373
   6/25/97     Chicago                                  1,160            3,298             4,458           1,652
   6/25/97     Philadelphia                               923            2,600             3,523           1,287
   6/25/97     Dallas/Vilbig Rd.                          507            1,533             2,040             740
   6/25/97     Staten Island                            1,675            4,635             6,310           2,201
   6/25/97     Pelham Manor                             1,208            3,709             4,917           1,932
   6/25/97     Irving                                     468            1,342             1,810             661
   6/25/97     Elk Grove                                  642            1,974             2,616             919
   6/25/97     LAX                                      1,312            3,639             4,951           1,815
   6/25/97     Denver                                   1,316            3,894             5,210           1,920
   6/25/97     Plano                                    1,368            3,788             5,156           1,828
   6/25/97     Lynnwood                                   839            2,378             3,217           1,176
   6/25/97     Lilburn                                    506            1,629             2,135             823
   6/25/97     Parma                                      880            2,812             3,692           1,392
   6/25/97     Davie                                    1,085            3,233             4,318           1,635
   6/25/97     Allen Park                                 953            2,798             3,751           1,384
   6/25/97     Aurora                                     808            2,366             3,174           1,163
   6/25/97     San Diego/16th Street                      932            2,910             3,842           1,458
   6/25/97     Sterling Heights                           766            2,397             3,163           1,198
   6/25/97     East L.A./Boyle Heights                    956            2,792             3,748           1,351
   6/25/97     Springfield/Alban Station                1,317            3,933             5,250           1,903
   6/25/97     Littleton                                  868            2,551             3,419           1,256
   6/25/97     Sacramento/57th Street                     869            2,591             3,460           1,265
   6/25/97     Miami                                    1,761            5,178             6,939           2,534
   8/13/97     Santa Monica / Wilshire Blvd.            2,039            5,202             7,241           2,538
   10/1/97     Marietta /Austell Rd                       440            2,338             2,778           1,080
   10/1/97     Denver / Leetsdale                       1,554            2,867             4,421           1,364
   10/1/97     Baltimore / York Road                    1,699            3,725             5,424           1,818
   10/1/97     Bolingbrook                                814            3,014             3,828           1,378
   10/1/97     Kent / Central                             533            2,185             2,718           1,002
   10/1/97     Geneva / Roosevelt                         392            2,192             2,584           1,027



                                       F-59


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   10/1/97     Denver / Sheridan                           -             429            1,105            347            587
   10/1/97     Mountlake Terrace                           -           1,017            1,783            292            950
   10/1/97     Carol Stream/ St.Charles                    -             185            1,187            287            591
   10/1/97     Marietta / Cobb Park                        -             420            1,131            361            619
   10/1/97     Venice / Rose                               -           5,468            5,478          1,048          3,117
   10/1/97     Ventura / Ventura Blvd                      -             911            2,227            490          1,146
   10/1/97     Studio City/ Ventura                        -           2,421            1,610            228            995
   10/1/97     Madison Heights                             -             428            1,686          3,196          1,014
   10/1/97     Lax / Imperial                              -           1,662            2,079            237          1,159
   10/1/97     Justice / Industrial                        -             233            1,181            190            589
   10/1/97     Burbank / San Fernando                      -           1,825            2,210            333          1,223
   10/1/97     Pinole / Appian Way                         -             728            1,827            254            935
   10/1/97     Denver / Tamarac Park                       -           2,545            1,692            562          1,127
   10/1/97     Gresham / Powell                            -             322            1,298            292            646
   10/1/97     Warren / Mound Road                         -             268            1,025            230            528
   10/1/97     Woodside/Brooklyn                           -           5,016            3,950          1,542          3,195
   10/1/97     Enfield / Elm Street                        -             399            1,900            394            945
   10/1/97     Roselle / Lake Street                       -             312            1,411            243            710
   10/1/97     Milwaukee / Appleton                        -             324            1,385            314            706
   10/1/97     Emeryville / Bay St                         -           1,602            1,830            274          1,091
   10/1/97     Monterey / Del Rey                          -             257            1,048            263            563
   10/1/97     San Leandro / Washington                    -             660            1,142            203            653
   10/1/97     Boca Raton / N.W. 20                        -           1,140            2,256            584          1,198
   10/1/97     Washington Dc/So Capital                    -           1,437            4,489            586          2,274
   10/1/97     Lynn / Lynnway                              -             463            3,059            545          1,513
   10/1/97     Pompano Beach                               -           1,077            1,527            943            869
   10/1/97     Lake Oswego/ N.State                        -             465            1,956            301            972
   10/1/97     Daly City / Mission                         -             389            2,921            264          1,389
   10/1/97     Odenton / Route 175                         -             456            2,104            470          1,053
   10/1/97     Novato / Landing                            -           2,416            3,496            346          1,706
   10/1/97     St. Louis / Lindberg                        -             584            1,508            372            711
   10/1/97     Oakland/International                       -             358            1,568            274            700
   10/1/97     Stockton / March Lane                       -             663            1,398            299            657
   10/1/97     Des Plaines / Golf Rd                       -           1,363            3,093            286          1,118
   10/1/97     Morton Grove / Wauke                        -           2,658            3,232          6,381            822
   10/1/97     Los Angeles / Jefferson                     -           1,090            1,580            295            820
   10/1/97     Los Angeles / Martin                        -             869            1,152            152            717
   10/1/97     San Leandro / E. 14th                       -             627            1,289            174            608
   10/1/97     Tucson / Tanque Verde                       -             345            1,709            330            709







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   10/1/97     Denver / Sheridan                          474            1,994             2,468             953
   10/1/97     Mountlake Terrace                        1,123            2,919             4,042           1,300
   10/1/97     Carol Stream/ St.Charles                   205            2,045             2,250             939
   10/1/97     Marietta / Cobb Park                       464            2,067             2,531             944
   10/1/97     Venice / Rose                            6,041            9,070            15,111           3,872
   10/1/97     Ventura / Ventura Blvd                   1,006            3,768             4,774           1,718
   10/1/97     Studio City/ Ventura                     2,675            2,579             5,254           1,164
   10/1/97     Madison Heights                            473            5,851             6,324           1,343
   10/1/97     Lax / Imperial                           1,836            3,301             5,137           1,548
   10/1/97     Justice / Industrial                       258            1,935             2,193             897
   10/1/97     Burbank / San Fernando                   2,016            3,575             5,591           1,639
   10/1/97     Pinole / Appian Way                        804            2,940             3,744           1,353
   10/1/97     Denver / Tamarac Park                    2,811            3,115             5,926           1,505
   10/1/97     Gresham / Powell                           356            2,202             2,558             955
   10/1/97     Warren / Mound Road                        296            1,755             2,051             771
   10/1/97     Woodside/Brooklyn                        5,541            8,162            13,703           3,133
   10/1/97     Enfield / Elm Street                       441            3,197             3,638           1,367
   10/1/97     Roselle / Lake Street                      344            2,332             2,676           1,056
   10/1/97     Milwaukee / Appleton                       357            2,372             2,729           1,058
   10/1/97     Emeryville / Bay St                      1,770            3,027             4,797           1,395
   10/1/97     Monterey / Del Rey                         284            1,847             2,131             766
   10/1/97     San Leandro / Washington                   729            1,929             2,658             854
   10/1/97     Boca Raton / N.W. 20                     1,259            3,919             5,178           1,588
   10/1/97     Washington Dc/So Capital                 1,588            7,198             8,786           2,797
   10/1/97     Lynn / Lynnway                             511            5,069             5,580           2,165
   10/1/97     Pompano Beach                            1,190            3,226             4,416           1,192
   10/1/97     Lake Oswego/ N.State                       514            3,180             3,694           1,286
   10/1/97     Daly City / Mission                        429            4,534             4,963           1,911
   10/1/97     Odenton / Route 175                        504            3,579             4,083           1,435
   10/1/97     Novato / Landing                         2,904            5,060             7,964           2,394
   10/1/97     St. Louis / Lindberg                       728            2,447             3,175           1,221
   10/1/97     Oakland/International                      475            2,425             2,900           1,116
   10/1/97     Stockton / March Lane                      811            2,206             3,017           1,024
   10/1/97     Des Plaines / Golf Rd                    1,630            4,230             5,860           2,010
   10/1/97     Morton Grove / Wauke                     3,110            9,983            13,093           3,230
   10/1/97     Los Angeles / Jefferson                  1,322            2,463             3,785           1,096
   10/1/97     Los Angeles / Martin                     1,066            1,824             2,890             796
   10/1/97     San Leandro / E. 14th                      774            1,924             2,698             862
   10/1/97     Tucson / Tanque Verde                      469            2,624             3,093           1,238



                                       F-60


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   10/1/97     Randolph / Warren St                        -           2,330            1,914            584          1,332
   10/1/97     Forrestville / Penn.                        -           1,056            2,347            369          1,114
   10/1/97     Bridgeport                                  -           4,877            2,739            855          1,651
   10/1/97     North Hollywood/Vine                        -             906            2,379            246          1,211
   10/1/97     Santa Cruz / Portola                        -             535            1,526            192            761
   10/1/97     Hyde Park / River St                        -             626            1,748            519            665
   10/1/97     Dublin / San Ramon Rd                       -             942            1,999            249            803
   10/1/97     Vallejo / Humboldt                          -             473            1,651            210            757
   10/1/97     Fremont/Warm Springs                        -             848            2,885            318          1,105
   10/1/97     Seattle / Stone Way                         -             829            2,180            426          1,080
   10/1/97     W. Olympia                                  -             149            1,096            388            452
   10/1/97     Mercer/Parkside Ave                         -             359            1,763            310            962
   10/1/97     Bridge Water / Main                         -             445            2,054            387            811
   10/1/97     Norwalk / Hoyt Street                       -           2,369            3,049            638          1,391
   11/2/97     Lansing                                     -             758            1,768            (11)             -
   11/7/97     Phoenix                                     -           1,197            2,793            279              -
  11/13/97     Tinley Park                                 -           1,422            3,319            142              -
   3/17/98     Houston/De Soto Dr.                         -             659            1,537            243              -
   3/17/98     Houston / East Freeway                      -             593            1,384            542              -
   3/17/98     Austin/Ben White                            -             692            1,614            169              -
   3/17/98     Arlington/E.Pioneer                         -             922            2,152            311              -
   3/17/98     Las Vegas/Tropicana                         -           1,285            2,998            201              -
   3/17/98     Branford / Summit Place                     -             728            1,698            328              -
   3/17/98     Las Vegas / Charleston                      -             791            1,845            152              -
   3/17/98     So. San Francisco                           -           1,550            3,617            246              -
   3/17/98     Pasadena / Arroyo Prkwy                     -           3,005            7,012            695              -
   3/17/98     Tempe / E. Broadway                         -             633            1,476            372              -
   3/17/98     Phoenix / N. 43rd Ave                       -             443            1,033          2,276              -
   3/17/98     Phoenix/No. 43rd                            -             380              886         (1,266)             -
   3/17/98     Phoenix / Black Canyon                      -             380              886            978              -
   3/17/98     Phoenix/Black Canyon                        -             136              317           (453)             -
   3/17/98     Nesconset / Southern                        -           1,423            3,321            397              -
    4/1/98     St. Louis / Hwy. 141                        -             659            1,628          4,594              -
    4/1/98     Island Park / Austin                        -           2,313            3,015           (333)             -
    4/1/98     Akron / Brittain Rd.                        -             275            2,248             (4)             -
    4/1/98     Patchogue/W.Sunrise                         -             936            2,184            292              -
    4/1/98     Havertown/West Chester                      -           1,254            2,926            154              -
    4/1/98     Schiller Park/River                         -             568            1,390            159              -
    4/1/98     Chicago / Cuyler                            -           1,400            2,695            248              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   10/1/97     Randolph / Warren St                     2,718            3,442             6,160           1,395
   10/1/97     Forrestville / Penn.                     1,312            3,574             4,886           1,695
   10/1/97     Bridgeport                               5,612            4,510            10,122           2,076
   10/1/97     North Hollywood/Vine                     1,166            3,576             4,742           1,576
   10/1/97     Santa Cruz / Portola                       689            2,325             3,014           1,043
   10/1/97     Hyde Park / River St                       759            2,799             3,558           1,256
   10/1/97     Dublin / San Ramon Rd                    1,118            2,875             3,993           1,302
   10/1/97     Vallejo / Humboldt                         620            2,471             3,091           1,116
   10/1/97     Fremont/Warm Springs                     1,072            4,084             5,156           1,833
   10/1/97     Seattle / Stone Way                      1,078            3,437             4,515           1,469
   10/1/97     W. Olympia                                 209            1,876             2,085             792
   10/1/97     Mercer/Parkside Ave                        503            2,891             3,394           1,238
   10/1/97     Bridge Water / Main                        576            3,121             3,697           1,346
   10/1/97     Norwalk / Hoyt Street                    2,793            4,654             7,447           2,136
   11/2/97     Lansing                                    730            1,785             2,515             870
   11/7/97     Phoenix                                  1,197            3,072             4,269           1,483
  11/13/97     Tinley Park                              1,422            3,461             4,883           1,578
   3/17/98     Houston/De Soto Dr.                        659            1,780             2,439             840
   3/17/98     Houston / East Freeway                     593            1,926             2,519             870
   3/17/98     Austin/Ben White                           682            1,793             2,475             807
   3/17/98     Arlington/E.Pioneer                        922            2,463             3,385           1,200
   3/17/98     Las Vegas/Tropicana                      1,284            3,200             4,484           1,484
   3/17/98     Branford / Summit Place                    727            2,027             2,754             930
   3/17/98     Las Vegas / Charleston                     791            1,997             2,788             928
   3/17/98     So. San Francisco                        1,549            3,864             5,413           1,748
   3/17/98     Pasadena / Arroyo Prkwy                  3,004            7,708            10,712           3,425
   3/17/98     Tempe / E. Broadway                        632            1,849             2,481             920
   3/17/98     Phoenix / N. 43rd Ave                      822            2,930             3,752           1,438
   3/17/98     Phoenix/No. 43rd                             -                -                 -               -
   3/17/98     Phoenix / Black Canyon                     515            1,729             2,244             903
   3/17/98     Phoenix/Black Canyon                         -                -                 -               -
   3/17/98     Nesconset / Southern                     1,423            3,718             5,141           1,646
    4/1/98     St. Louis / Hwy. 141                     1,344            5,537             6,881           2,157
    4/1/98     Island Park / Austin                     1,373            3,622             4,995           1,614
    4/1/98     Akron / Brittain Rd.                       669            1,850             2,519             729
    4/1/98     Patchogue/W.Sunrise                        936            2,476             3,412           1,158
    4/1/98     Havertown/West Chester                   1,249            3,085             4,334           1,438
    4/1/98     Schiller Park/River                        568            1,549             2,117             744
    4/1/98     Chicago / Cuyler                         1,400            2,943             4,343           1,441



                                       F-61


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    4/1/98     Chicago Heights/West                        -             468            1,804            214              -
    4/1/98     Arlington Hts/University                    -             670            3,004            174              -
    4/1/98     Cicero / Ogden                              -           1,678            2,266            350              -
    4/1/98     Chicago/W. Howard St.                       -             974            2,875            396              -
    4/1/98     Chicago/N. Western Ave                      -           1,453            3,205            319              -
    4/1/98     Chicago/Northwest Hwy                       -             925            2,412            119              -
    4/1/98     Chicago/N. Wells St.                        -           1,446            2,828            221              -
    4/1/98     Chicago / Pulaski Rd.                       -           1,276            2,858            194              -
    4/1/98     Artesia / Artesia                           -             625            1,419            205              -
    4/1/98     Arcadia / Lower Azusa                       -             821            1,369            285              -
    4/1/98     Manassas / Centreville                      -             405            2,137            396              -
    4/1/98     La Downtwn/10 Fwy                           -           1,608            3,358            282              -
    4/1/98     Bellevue / Northup                          -           1,232            3,306            625              -
    4/1/98     Hollywood/Cole & Wilshire                   -           1,590            1,785            164              -
    4/1/98     Atlanta/John Wesley                         -           1,233            1,665            319              -
    4/1/98     Montebello/S. Maple                         -           1,274            2,299            156              -
    4/1/98     Lake City/Forest Park                       -             248            1,445            157              -
    4/1/98     Baltimore / W. Patap                        -             403            2,650            195              -
    4/1/98     Fraser/Groesbeck Hwy                        -             368            1,796            154              -
    4/1/98     Vallejo / Mini Drive                        -             560            1,803            119              -
    4/1/98     San Diego/54th & Euclid                     -             952            2,550            401              -
    4/1/98     Miami / 5th Street                          -           2,327            3,234            315              -
    4/1/98     Silver Spring/Hill                          -             922            2,080            218              -
    4/1/98     Chicago/E. 95th St.                         -             397            2,357            208              -
    4/1/98     Chicago / S. Harlem                         -             791            1,424            137              -
    4/1/98     St. Charles /Highway                        -             623            1,501            219              -
    4/1/98     Chicago/Burr Ridge Rd.                      -             421            2,165            346              -
    4/1/98     Yonkers / Route 9a                          -           1,722            3,823            437              -
    4/1/98     Silverlake/Glendale                         -           2,314            5,481            312              -
    4/1/98     Chicago/Harlem Ave                          -           1,430            3,038            320              -
    4/1/98     Bethesda / Butler Rd                        -           1,146            2,509             93              -
    4/1/98     Dundalk / Wise Ave                          -             447            2,005            196              -
    4/1/98     St. Louis / Hwy. 141                        -             659            1,628             94              -
    4/1/98     Island Park / Austin                        -           2,313            3,015            337              -
    4/1/98     Dallas / Kingsly                            -           1,095            1,712            224              -
    5/1/98     Berkeley / 2nd St.                          -           1,914            4,466          6,988              -
    5/8/98     Cleveland / W. 117th                        -             930            2,277            388              -
    5/8/98     La /Venice Blvd                             -           1,470            3,599            156              -
    5/8/98     Aurora / Farnsworth                         -             960            2,350            134              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
    4/1/98     Chicago Heights/West                       468            2,018             2,486             993
    4/1/98     Arlington Hts/University                   670            3,178             3,848           1,488
    4/1/98     Cicero / Ogden                           1,677            2,617             4,294           1,364
    4/1/98     Chicago/W. Howard St.                      973            3,272             4,245           1,599
    4/1/98     Chicago/N. Western Ave                   1,453            3,524             4,977           1,686
    4/1/98     Chicago/Northwest Hwy                      925            2,531             3,456           1,183
    4/1/98     Chicago/N. Wells St.                     1,446            3,049             4,495           1,414
    4/1/98     Chicago / Pulaski Rd.                    1,276            3,052             4,328           1,420
    4/1/98     Artesia / Artesia                          625            1,624             2,249             828
    4/1/98     Arcadia / Lower Azusa                      821            1,654             2,475             939
    4/1/98     Manassas / Centreville                     405            2,533             2,938           1,401
    4/1/98     La Downtwn/10 Fwy                        1,607            3,641             5,248           1,977
    4/1/98     Bellevue / Northup                       1,231            3,932             5,163           2,132
    4/1/98     Hollywood/Cole & Wilshire                1,590            1,949             3,539           1,033
    4/1/98     Atlanta/John Wesley                      1,233            1,984             3,217           1,116
    4/1/98     Montebello/S. Maple                      1,273            2,456             3,729           1,316
    4/1/98     Lake City/Forest Park                      248            1,602             1,850             861
    4/1/98     Baltimore / W. Patap                       402            2,846             3,248           1,515
    4/1/98     Fraser/Groesbeck Hwy                       368            1,950             2,318           1,008
    4/1/98     Vallejo / Mini Drive                       560            1,922             2,482           1,016
    4/1/98     San Diego/54th & Euclid                    952            2,951             3,903           1,632
    4/1/98     Miami / 5th Street                       2,327            3,549             5,876           1,975
    4/1/98     Silver Spring/Hill                         921            2,299             3,220           1,302
    4/1/98     Chicago/E. 95th St.                        397            2,565             2,962           1,469
    4/1/98     Chicago / S. Harlem                        791            1,561             2,352             891
    4/1/98     St. Charles /Highway                       623            1,720             2,343             995
    4/1/98     Chicago/Burr Ridge Rd.                     421            2,511             2,932           1,378
    4/1/98     Yonkers / Route 9a                       1,721            4,261             5,982           2,350
    4/1/98     Silverlake/Glendale                      2,313            5,794             8,107           3,226
    4/1/98     Chicago/Harlem Ave                       1,430            3,358             4,788           1,827
    4/1/98     Bethesda / Butler Rd                     1,146            2,602             3,748           1,409
    4/1/98     Dundalk / Wise Ave                         447            2,201             2,648           1,199
    4/1/98     St. Louis / Hwy. 141                       659            1,722             2,381           1,011
    4/1/98     Island Park / Austin                     2,313            3,352             5,665           1,947
    4/1/98     Dallas / Kingsly                         1,095            1,936             3,031           1,010
    5/1/98     Berkeley / 2nd St.                       1,837           11,531            13,368           3,028
    5/8/98     Cleveland / W. 117th                       930            2,665             3,595           1,237
    5/8/98     La /Venice Blvd                          1,470            3,755             5,225           1,667
    5/8/98     Aurora / Farnsworth                        960            2,484             3,444           1,104



                                       F-62


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    5/8/98     Santa Rosa / Hopper                         -           1,020            2,497            203              -
    5/8/98     Golden Valley / Winn                        -             630            1,542            208              -
    5/8/98     St. Louis / Benham                          -             810            1,983            254              -
    5/8/98     Chicago / S. Chicago                        -             840            2,057            222              -
   10/1/98     El Segundo / Sepulveda                      -           6,586            5,795            349              -
   10/1/98     Atlanta / Memorial Dr.                      -             414            2,239            349              -
   10/1/98     Chicago / W. 79th St                        -             861            2,789            346              -
   10/1/98     Chicago / N. Broadway                       -           1,918            3,824            522              -
   10/1/98     Dallas / Greenville                         -           1,933            2,892            199              -
   10/1/98     Tacoma / Orchard                            -             358            1,987            209              -
   10/1/98     St. Louis / Gravois                         -             312            2,327            399              -
   10/1/98     White Bear Lake                             -             578            2,079            241              -
   10/1/98     Santa Cruz / Soquel                         -             832            2,385            162              -
   10/1/98     Coon Rapids / Hwy 10                        -             330            1,646            172              -
   10/1/98     Oxnard / Hueneme Rd                         -             923            3,925            251              -
   10/1/98     Vancouver/ Millplain                        -             343            2,000            137              -
   10/1/98     Tigard / Mc Ewan                            -             597            1,652             99              -
   10/1/98     Griffith / Cline                            -             299            2,118            152              -
   10/1/98     Miami / Sunset Drive                        -           1,656            2,321          1,734              -
   10/1/98     Farmington / 9 Mile                         -             580            2,526            361              -
   10/1/98     Los Gatos / University                      -           2,234            3,890            283              -
   10/1/98     N. Hollywood                                -           1,484            3,143            129              -
   10/1/98     Petaluma / Transport                        -             460            1,840          4,958              -
   10/1/98     Chicago / 111th                             -             341            2,898          2,306              -
   10/1/98     Upper Darby / Market                        -             808            5,011            299              -
   10/1/98     San Jose / Santa                            -             966            3,870            150              -
   10/1/98     San Diego / Morena                          -           3,173            5,469            279              -
   10/1/98     Brooklyn /Rockaway Ave                      -           6,272            9,691            576              -
   10/1/98     Revere / Charger St                         -           1,997            3,727            629              -
   10/1/98     Las Vegas / E. Charles                      -             602            2,545            314              -
   10/1/98     Laurel / Baltimore Ave                      -           1,899            4,498            228              -
   10/1/98     East La/Figueroa & 4th                      -           1,213            2,689            158              -
   10/1/98     Oldsmar / Tampa Road                        -             760            2,154          2,861              -
   10/1/98     Ft. Lauderdale /S.W.                        -           1,046            2,928            319              -
   10/1/98     Miami / Nw 73rd St                          -           1,050            3,064            190              -
   12/9/98     Miami / Nw 115th Ave                        -           1,095            2,349          4,949              -
    1/1/99     New Orleans/St.Charles                      -           1,463            2,634           (291)             -
    1/6/99     Brandon / E. Brandon Blvd                   -           1,560            3,695            152              -
   3/12/99     St. Louis / N. Lindbergh Blvd.              -           1,688            3,939            409              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
    5/8/98     Santa Rosa / Hopper                      1,020            2,700             3,720           1,205
    5/8/98     Golden Valley / Winn                       630            1,750             2,380             811
    5/8/98     St. Louis / Benham                         810            2,237             3,047           1,021
    5/8/98     Chicago / S. Chicago                       840            2,279             3,119           1,016
   10/1/98     El Segundo / Sepulveda                   6,584            6,146            12,730           2,731
   10/1/98     Atlanta / Memorial Dr.                     414            2,588             3,002           1,210
   10/1/98     Chicago / W. 79th St                       861            3,135             3,996           1,488
   10/1/98     Chicago / N. Broadway                    1,917            4,347             6,264           1,939
   10/1/98     Dallas / Greenville                      1,933            3,091             5,024           1,360
   10/1/98     Tacoma / Orchard                           358            2,196             2,554             989
   10/1/98     St. Louis / Gravois                        312            2,726             3,038           1,221
   10/1/98     White Bear Lake                            578            2,320             2,898           1,078
   10/1/98     Santa Cruz / Soquel                        832            2,547             3,379           1,135
   10/1/98     Coon Rapids / Hwy 10                       330            1,818             2,148             817
   10/1/98     Oxnard / Hueneme Rd                        923            4,176             5,099           1,871
   10/1/98     Vancouver/ Millplain                       342            2,138             2,480             944
   10/1/98     Tigard / Mc Ewan                           597            1,751             2,348             784
   10/1/98     Griffith / Cline                           299            2,270             2,569             989
   10/1/98     Miami / Sunset Drive                     2,266            3,445             5,711           1,457
   10/1/98     Farmington / 9 Mile                        580            2,887             3,467           1,256
   10/1/98     Los Gatos / University                   2,234            4,173             6,407           1,813
   10/1/98     N. Hollywood                             1,483            3,273             4,756           1,426
   10/1/98     Petaluma / Transport                       857            6,401             7,258           2,139
   10/1/98     Chicago / 111th                            431            5,114             5,545           1,901
   10/1/98     Upper Darby / Market                       807            5,311             6,118           2,351
   10/1/98     San Jose / Santa                           966            4,020             4,986           1,756
   10/1/98     San Diego / Morena                       3,172            5,749             8,921           2,509
   10/1/98     Brooklyn /Rockaway Ave                   6,270           10,269            16,539           4,646
   10/1/98     Revere / Charger St                      1,996            4,357             6,353           1,986
   10/1/98     Las Vegas / E. Charles                     602            2,859             3,461           1,354
   10/1/98     Laurel / Baltimore Ave                   1,898            4,727             6,625           2,096
   10/1/98     East La/Figueroa & 4th                   1,213            2,847             4,060           1,233
   10/1/98     Oldsmar / Tampa Road                     1,049            4,726             5,775           1,814
   10/1/98     Ft. Lauderdale /S.W.                     1,045            3,248             4,293           1,465
   10/1/98     Miami / Nw 73rd St                       1,049            3,255             4,304           1,473
   12/9/98     Miami / Nw 115th Ave                     1,185            7,208             8,393           1,617
    1/1/99     New Orleans/St.Charles                   1,039            2,767             3,806           1,276
    1/6/99     Brandon / E. Brandon Blvd                1,559            3,848             5,407           1,451
   3/12/99     St. Louis / N. Lindbergh Blvd.           1,687            4,349             6,036           1,963



                                       F-63


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   3/12/99     St. Louis /Vandeventer Midtown              -             699            1,631            435              -
   3/12/99     St. Ann / Maryland Heights                  -           1,035            2,414            405              -
   3/12/99     Florissant / N. Hwy 67                      -             971            2,265            295              -
   3/12/99     Ferguson Area-W.Florissant                  -           1,194            2,732            564              -
   3/12/99     Florissant / New Halls Ferry Rd             -           1,144            2,670            629              -
   3/12/99     St. Louis / Airport                         -             785            1,833            298              -
   3/12/99     St. Louis/ S.Third St                       -           1,096            2,557            176              -
   3/12/99     Kansas City / E. 47th St.                   -             610            1,424            198              -
   3/12/99     Kansas City /E. 67th Terrace                -           1,136            2,643            376              -
   3/12/99     Kansas City / James A. Reed Rd              -             749            1,748            149              -
   3/12/99     Independence / 291                          -             871            2,032            183              -
   3/12/99     Raytown / Woodson Rd                        -             915            2,134            159              -
   3/12/99     Kansas City / 34th Main Street              -             114            2,599            762              -
   3/12/99     Columbia / River Dr                         -             671            1,566            336              -
   3/12/99     Columbia / Buckner Rd                       -             714            1,665            408              -
   3/12/99     Columbia / Decker Park Rd                   -             605            1,412            128              -
   3/12/99     Columbia / Rosewood Dr                      -             777            1,814            123              -
   3/12/99     W. Columbia / Orchard Dr.                   -             272              634            228              -
   3/12/99     W. Columbia / Airport Blvd                  -             493            1,151            260              -
   3/12/99     Greenville / Whitehorse Rd                  -             882            2,058            261              -
   3/12/99     Greenville / Woods Lake Rd                  -             364              849            197              -
   3/12/99     Mauldin / N. Main Street                    -             571            1,333            275              -
   3/12/99     Simpsonville / Grand View Dr                -             582            1,358            155              -
   3/12/99     Taylors / Wade Hampton Blvd                 -             650            1,517            215              -
   3/12/99     Charleston/Ashley Phosphate                 -             839            1,950            357              -
   3/12/99     N. Charleston / Dorchester Rd               -             380              886            172              -
   3/12/99     N. Charleston / Dorchester                  -             487            1,137            251              -
   3/12/99     Charleston / Sam Rittenberg Blvd            -             555            1,296            155              -
   3/12/99     Hilton Head / Office Park Rd                -           1,279            2,985            227              -
   3/12/99     Columbia / Plumbers Rd                      -             368              858            268              -
   3/12/99     Greenville / Pineknoll Rd                   -             927            2,163            249              -
   3/12/99     Hilton Head / Yacht Cove Dr                 -           1,182            2,753             20              -
   3/12/99     Spartanburg / Chesnee Hwy                   -             533            1,244            545              -
   3/12/99     Charleston / Ashley River Rd                -           1,114            2,581            269              -
   3/12/99     Columbia / Broad River                      -           1,463            3,413            437              -
   3/12/99     Charlotte / East Wt Harris Blvd             -             736            1,718            256              -
   3/12/99     Charlotte / North Tryon St.                 -             708            1,653            641              -
   3/12/99     Charlotte / South Blvd                      -             641            1,496            259              -
   3/12/99     Kannapolis / Oregon St                      -             463            1,081            250              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   3/12/99     St. Louis /Vandeventer Midtown             699            2,066             2,765             882
   3/12/99     St. Ann / Maryland Heights               1,034            2,820             3,854           1,243
   3/12/99     Florissant / N. Hwy 67                     970            2,561             3,531           1,162
   3/12/99     Ferguson Area-W.Florissant               1,177            3,313             4,490           1,554
   3/12/99     Florissant / New Halls Ferry Rd          1,144            3,299             4,443           1,531
   3/12/99     St. Louis / Airport                        785            2,131             2,916             975
   3/12/99     St. Louis/ S.Third St                    1,096            2,733             3,829           1,132
   3/12/99     Kansas City / E. 47th St.                  610            1,622             2,232             733
   3/12/99     Kansas City /E. 67th Terrace             1,134            3,021             4,155           1,234
   3/12/99     Kansas City / James A. Reed Rd             749            1,897             2,646             800
   3/12/99     Independence / 291                         871            2,215             3,086             956
   3/12/99     Raytown / Woodson Rd                       914            2,294             3,208             965
   3/12/99     Kansas City / 34th Main Street             114            3,361             3,475           1,551
   3/12/99     Columbia / River Dr                        671            1,902             2,573             863
   3/12/99     Columbia / Buckner Rd                      713            2,074             2,787           1,001
   3/12/99     Columbia / Decker Park Rd                  605            1,540             2,145             680
   3/12/99     Columbia / Rosewood Dr                     777            1,937             2,714             825
   3/12/99     W. Columbia / Orchard Dr.                  272              862             1,134             430
   3/12/99     W. Columbia / Airport Blvd                 493            1,411             1,904             623
   3/12/99     Greenville / Whitehorse Rd                 882            2,319             3,201             968
   3/12/99     Greenville / Woods Lake Rd                 364            1,046             1,410             468
   3/12/99     Mauldin / N. Main Street                   571            1,608             2,179             703
   3/12/99     Simpsonville / Grand View Dr               573            1,522             2,095             670
   3/12/99     Taylors / Wade Hampton Blvd                650            1,732             2,382             732
   3/12/99     Charleston/Ashley Phosphate                823            2,323             3,146           1,010
   3/12/99     N. Charleston / Dorchester Rd              379            1,059             1,438             483
   3/12/99     N. Charleston / Dorchester                 487            1,388             1,875             627
   3/12/99     Charleston / Sam Rittenberg Blvd           555            1,451             2,006             635
   3/12/99     Hilton Head / Office Park Rd             1,279            3,212             4,491           1,350
   3/12/99     Columbia / Plumbers Rd                     368            1,126             1,494             502
   3/12/99     Greenville / Pineknoll Rd                  927            2,412             3,339           1,069
   3/12/99     Hilton Head / Yacht Cove Dr                826            3,129             3,955           1,333
   3/12/99     Spartanburg / Chesnee Hwy                  480            1,842             2,322             913
   3/12/99     Charleston / Ashley River Rd             1,108            2,856             3,964           1,230
   3/12/99     Columbia / Broad River                   1,462            3,851             5,313           1,670
   3/12/99     Charlotte / East Wt Harris Blvd            736            1,974             2,710             817
   3/12/99     Charlotte / North Tryon St.                708            2,294             3,002           1,093
   3/12/99     Charlotte / South Blvd                     641            1,755             2,396             775
   3/12/99     Kannapolis / Oregon St                     463            1,331             1,794             570



                                       F-64


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   3/12/99     Durham / E. Club Blvd                       -             947            2,209            232              -
   3/12/99     Durham / N. Duke St.                        -             769            1,794            196              -
   3/12/99     Raleigh / Maitland Dr                       -             679            1,585            342              -
   3/12/99     Greensboro / O'henry Blvd                   -             577            1,345            468              -
   3/12/99     Gastonia / S. York Rd                       -             467            1,089            260              -
   3/12/99     Durham / Kangaroo Dr.                       -           1,102            2,572            557              -
   3/12/99     Pensacola / Brent Lane                      -             402              938            (59)             -
   3/12/99     Pensacola / Creighton Road                  -             454            1,060            247              -
   3/12/99     Jacksonville / Park Avenue                  -             905            2,113            236              -
   3/12/99     Jacksonville / Phillips Hwy                 -             665            1,545            320              -
   3/12/99     Clearwater / Highland Ave                   -             724            1,690            305              -
   3/12/99     Tarpon Springs / Us Highway 19              -             892            2,081            327              -
   3/12/99     Orlando /S. Orange Blossom Trail            -           1,229            2,867            286              -
   3/12/99     Casselberry Ii                              -           1,160            2,708            269              -
   3/12/99     Miami / Nw 14th Street                      -           1,739            4,058            234              -
   3/12/99     Tarpon Springs / Highway 19                 -           1,179            2,751            432              -
   3/12/99     Ft. Myers / Tamiami Trail South             -             834            1,945           (225)             -
   3/12/99     Jacksonville / Ft. Caroline Rd.             -           1,037            2,420            286              -
   3/12/99     Orlando / South Semoran                     -             565            1,319             94              -
   3/12/99     Jacksonville / Southside Blvd.              -           1,278            2,982            367              -
   3/12/99     Miami / Nw 7th Ave                          -             783            1,827            204              -
   3/12/99     Vero Beach / Us Hwy 1                       -             678            1,583            170              -
   3/12/99     Ponte Vedra / Palm Valley Rd.               -             745            2,749            785              -
   3/12/99     Miami Lakes / Nw 153rd St.                  -             425              992            183              -
   3/12/99     Deerfield Beach / Sw 10th St.               -           1,844            4,302            117              -
   3/12/99     Apopka / S. Orange Blossom                  -             307              717            273              -
   3/12/99     Davie / University                          -             313            4,379            645              -
   3/12/99     Arlington / Division                        -             998            2,328            163              -
   3/12/99     Duncanville/S.Cedar Ridge                   -           1,477            3,447            302              -
   3/12/99     Carrollton / Trinity Mills West             -             530            1,237            114              -
   3/12/99     Houston / Wallisville Rd.                   -             744            1,736            215              -
   3/12/99     Houston / Fondren South                     -             647            1,510            198              -
   3/12/99     Houston / Addicks Satsuma                   -             409              954            172              -
   3/12/99     Addison / Inwood Road                       -           1,204            2,808            141              -
   3/12/99     Garland / Jackson Drive                     -             755            1,761            166              -
   3/12/99     Garland / Buckingham Road                   -             492            1,149            184              -
   3/12/99     Houston / South Main                        -           1,461            3,409            254              -
   3/12/99     Plano / Parker Road-Avenue K                -           1,517            3,539            272              -
   3/12/99     Houston / Bingle Road                       -             576            1,345            364              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   3/12/99     Durham / E. Club Blvd                      946            2,442             3,388           1,046
   3/12/99     Durham / N. Duke St.                       769            1,990             2,759             859
   3/12/99     Raleigh / Maitland Dr                      679            1,927             2,606             834
   3/12/99     Greensboro / O'henry Blvd                  576            1,814             2,390             840
   3/12/99     Gastonia / S. York Rd                      466            1,350             1,816             607
   3/12/99     Durham / Kangaroo Dr.                    1,102            3,129             4,231           1,423
   3/12/99     Pensacola / Brent Lane                     228            1,053             1,281             483
   3/12/99     Pensacola / Creighton Road                 454            1,307             1,761             608
   3/12/99     Jacksonville / Park Avenue                 905            2,349             3,254           1,000
   3/12/99     Jacksonville / Phillips Hwy                663            1,867             2,530             859
   3/12/99     Clearwater / Highland Ave                  724            1,995             2,719             907
   3/12/99     Tarpon Springs / Us Highway 19             892            2,408             3,300           1,047
   3/12/99     Orlando /S. Orange Blossom Trail         1,228            3,154             4,382           1,365
   3/12/99     Casselberry Ii                           1,160            2,977             4,137           1,263
   3/12/99     Miami / Nw 14th Street                   1,739            4,292             6,031           1,809
   3/12/99     Tarpon Springs / Highway 19              1,179            3,183             4,362           1,447
   3/12/99     Ft. Myers / Tamiami Trail South            834            1,720             2,554             775
   3/12/99     Jacksonville / Ft. Caroline Rd.          1,037            2,706             3,743           1,179
   3/12/99     Orlando / South Semoran                    565            1,413             1,978             603
   3/12/99     Jacksonville / Southside Blvd.           1,278            3,349             4,627           1,502
   3/12/99     Miami / Nw 7th Ave                         783            2,031             2,814             900
   3/12/99     Vero Beach / Us Hwy 1                      678            1,753             2,431             786
   3/12/99     Ponte Vedra / Palm Valley Rd.              745            3,534             4,279           1,541
   3/12/99     Miami Lakes / Nw 153rd St.                 425            1,175             1,600             490
   3/12/99     Deerfield Beach / Sw 10th St.            1,843            4,420             6,263           1,814
   3/12/99     Apopka / S. Orange Blossom                 307              990             1,297             463
   3/12/99     Davie / University                         313            5,024             5,337           2,015
   3/12/99     Arlington / Division                       997            2,492             3,489           1,003
   3/12/99     Duncanville/S.Cedar Ridge                1,477            3,749             5,226           1,616
   3/12/99     Carrollton / Trinity Mills West            530            1,351             1,881             584
   3/12/99     Houston / Wallisville Rd.                  744            1,951             2,695             805
   3/12/99     Houston / Fondren South                    647            1,708             2,355             731
   3/12/99     Houston / Addicks Satsuma                  409            1,126             1,535             510
   3/12/99     Addison / Inwood Road                    1,203            2,950             4,153           1,184
   3/12/99     Garland / Jackson Drive                    754            1,928             2,682             784
   3/12/99     Garland / Buckingham Road                  492            1,333             1,825             577
   3/12/99     Houston / South Main                     1,460            3,664             5,124           1,529
   3/12/99     Plano / Parker Road-Avenue K             1,516            3,812             5,328           1,583
   3/12/99     Houston / Bingle Road                      576            1,709             2,285             693



                                       F-65


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   3/12/99     Houston / Mangum Road                       -             737            1,719            377              -
   3/12/99     Houston / Hayes Road                        -             916            2,138            141              -
   3/12/99     Katy / Dominion Drive                       -             995            2,321             78              -
   3/12/99     Houston / Fm 1960 West                      -             513            1,198            287              -
   3/12/99     Webster / Fm 528 Road                       -             756            1,764            138              -
   3/12/99     Houston / Loch Katrine Lane                 -             580            1,352            202              -
   3/12/99     Houston / Milwee St.                        -             779            1,815            284              -
   3/12/99     Lewisville / Highway 121                    -             688            1,605            204              -
   3/12/99     Richardson / Central Expressway             -             465            1,085            203              -
   3/12/99     Houston / Hwy 6 South                       -             569            1,328            133              -
   3/12/99     Houston / Westheimer West                   -           1,075            2,508             81              -
   3/12/99     Ft. Worth / Granbury Road                   -             763            1,781            189              -
   3/12/99     Houston / New Castle                        -           2,346            5,473          1,352              -
   3/12/99     Dallas / Inwood Road                        -           1,478            3,448            152              -
   3/12/99     Fort Worth / Loop 820 North                 -             729            1,702            380              -
   3/12/99     Arlington / Cooper St                       -             779            1,818            165              -
   3/12/99     Webster / Highway 3                         -             677            1,580            138              -
   3/12/99     Augusta / Peach Orchard Rd                  -             860            2,007            366              -
   3/12/99     Martinez / Old Petersburg Rd                -             407              950            249              -
   3/12/99     Jonesboro / Tara Blvd                       -             785            1,827            344              -
   3/12/99     Atlanta / Briarcliff Rd                     -           2,171            5,066            317              -
   3/12/99     Decatur / N Decatur Rd                      -             933            2,177            309              -
   3/12/99     Douglasville / Westmoreland                 -             453            1,056            268              -
   3/12/99     Doraville / Mcelroy Rd                      -             827            1,931            292              -
   3/12/99     Roswell / Alpharetta                        -           1,772            4,135            283              -
   3/12/99     Douglasville / Duralee Lane                 -             533            1,244            210              -
   3/12/99     Douglasville / Highway 5                    -             804            1,875            569              -
   3/12/99     Forest Park / Jonesboro                     -             659            1,537            236              -
   3/12/99     Marietta / Whitlock                         -           1,016            2,370            227              -
   3/12/99     Marietta / Cobb                             -             727            1,696            500              -
   3/12/99     Norcross / Jones Mill Rd                    -           1,142            2,670            214              -
   3/12/99     Norcross / Dawson Blvd                      -           1,232            2,874            519              -
   3/12/99     Forest Park / Old Dixie Hwy                 -             895            2,070            500              -
   3/12/99     Decatur / Covington                         -           1,764            4,116            242              -
   3/12/99     Alpharetta / Maxwell Rd                     -           1,075            2,509            191              -
   3/12/99     Alpharetta / N. Main St                     -           1,240            2,893            188              -
   3/12/99     Atlanta / Bolton Rd                         -             866            2,019            222              -
   3/12/99     Riverdale / Georgia Hwy 85                  -           1,075            2,508            225              -
   3/12/99     Kennesaw / Rutledge Road                    -             803            1,874            437              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   3/12/99     Houston / Mangum Road                      737            2,096             2,833             926
   3/12/99     Houston / Hayes Road                       916            2,279             3,195             982
   3/12/99     Katy / Dominion Drive                      994            2,400             3,394             976
   3/12/99     Houston / Fm 1960 West                     513            1,485             1,998             643
   3/12/99     Webster / Fm 528 Road                      756            1,902             2,658             788
   3/12/99     Houston / Loch Katrine Lane                579            1,555             2,134             660
   3/12/99     Houston / Milwee St.                       778            2,100             2,878             908
   3/12/99     Lewisville / Highway 121                   688            1,809             2,497             770
   3/12/99     Richardson / Central Expressway            465            1,288             1,753             539
   3/12/99     Houston / Hwy 6 South                      569            1,461             2,030             605
   3/12/99     Houston / Westheimer West                1,074            2,590             3,664           1,048
   3/12/99     Ft. Worth / Granbury Road                  763            1,970             2,733             778
   3/12/99     Houston / New Castle                     2,345            6,826             9,171           2,647
   3/12/99     Dallas / Inwood Road                     1,477            3,601             5,078           1,483
   3/12/99     Fort Worth / Loop 820 North                729            2,082             2,811             866
   3/12/99     Arlington / Cooper St                      779            1,983             2,762             823
   3/12/99     Webster / Highway 3                        677            1,718             2,395             696
   3/12/99     Augusta / Peach Orchard Rd                 860            2,373             3,233           1,099
   3/12/99     Martinez / Old Petersburg Rd               407            1,199             1,606             562
   3/12/99     Jonesboro / Tara Blvd                      783            2,173             2,956           1,009
   3/12/99     Atlanta / Briarcliff Rd                  2,170            5,384             7,554           2,271
   3/12/99     Decatur / N Decatur Rd                     933            2,486             3,419           1,102
   3/12/99     Douglasville / Westmoreland                452            1,325             1,777             636
   3/12/99     Doraville / Mcelroy Rd                     827            2,223             3,050           1,025
   3/12/99     Roswell / Alpharetta                     1,772            4,418             6,190           1,841
   3/12/99     Douglasville / Duralee Lane                533            1,454             1,987             653
   3/12/99     Douglasville / Highway 5                   803            2,445             3,248           1,226
   3/12/99     Forest Park / Jonesboro                    658            1,774             2,432             810
   3/12/99     Marietta / Whitlock                      1,015            2,598             3,613           1,131
   3/12/99     Marietta / Cobb                            727            2,196             2,923           1,066
   3/12/99     Norcross / Jones Mill Rd                 1,142            2,884             4,026           1,247
   3/12/99     Norcross / Dawson Blvd                   1,231            3,394             4,625           1,513
   3/12/99     Forest Park / Old Dixie Hwy                889            2,576             3,465           1,219
   3/12/99     Decatur / Covington                      1,763            4,359             6,122           1,816
   3/12/99     Alpharetta / Maxwell Rd                  1,075            2,700             3,775           1,123
   3/12/99     Alpharetta / N. Main St                  1,240            3,081             4,321           1,258
   3/12/99     Atlanta / Bolton Rd                        865            2,242             3,107             979
   3/12/99     Riverdale / Georgia Hwy 85               1,074            2,734             3,808           1,159
   3/12/99     Kennesaw / Rutledge Road                   803            2,311             3,114           1,071



                                       F-66


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   3/12/99     Lawrenceville / Buford Dr.                  -             256              597            117              -
   3/12/99     Hanover Park / W. Lake Street               -           1,320            3,081            230              -
   3/12/99     Chicago / W. Jarvis Ave                     -             313              731            101              -
   3/12/99     Chicago / N. Broadway St                    -             535            1,249            319              -
   3/12/99     Carol Stream / Phillips Court               -             829            1,780            144              -
   3/12/99     Winfield / Roosevelt Road                   -           1,109            2,587            323              -
   3/12/99     Schaumburg / S. Roselle Road                -             659            1,537            148              -
   3/12/99     Tinley Park / Brennan Hwy                   -             771            1,799            235              -
   3/12/99     Schaumburg / Palmer Drive                   -           1,333            3,111            482              -
   3/12/99     Mobile / Hillcrest Road                     -             554            1,293            185              -
   3/12/99     Mobile / Azalea Road                        -             517            1,206            316              -
   3/12/99     Mobile / Moffat Road                        -             537            1,254            331              -
   3/12/99     Mobile / Grelot Road                        -             804            1,877            237              -
   3/12/99     Mobile / Government Blvd                    -             407              950            300              -
   3/12/99     New Orleans / Tchoupitoulas                 -           1,092            2,548            552              -
   3/12/99     Louisville / Breckenridge Lane              -             581            1,356            145              -
   3/12/99     Louisville                                  -             554            1,292            188              -
   3/12/99     Louisville / Poplar Level                   -             463            1,080            219              -
   3/12/99     Chesapeake / Western Branch                 -           1,274            2,973            274              -
   3/12/99     Centreville / Lee Hwy                       -           1,650            3,851          4,469              -
   3/12/99     Sterling / S. Sterling Blvd                 -           1,282            2,992            205              -
   3/12/99     Manassas / Sudley Road                      -             776            1,810            234              -
   3/12/99     Longmont / Wedgewood Ave                    -             717            1,673            151              -
   3/12/99     Fort Collins / So.College Ave               -             745            1,739            289              -
   3/12/99     Colo Sprngs / Parkmoor Village              -             620            1,446            519              -
   3/12/99     Colo Sprngs / Van Teylingen                 -           1,216            2,837            210              -
   3/12/99     Denver / So. Clinton St.                    -             462            1,609            183              -
   3/12/99     Denver / Washington St.                     -             795            1,846            488              -
   3/12/99     Colo Sprngs / Centennial Blvd               -           1,352            3,155            105              -
   3/12/99     Colo Sprngs / Astrozon Court                -             810            1,889            308              -
   3/12/99     Arvada / 64th Ave                           -             671            1,566            114              -
   3/12/99     Golden / Simms Street                       -             918            2,143            504              -
   3/12/99     Lawrence / Haskell Ave                      -             636            1,484            222              -
   3/12/99     Overland Park / Hemlock St                  -           1,168            2,725            209              -
   3/12/99     Lenexa / Long St.                           -             720            1,644            110              -
   3/12/99     Shawnee / Hedge Lane Terrace                -             570            1,331            162              -
   3/12/99     Mission / Foxridge Dr                       -           1,657            3,864            222              -
   3/12/99     Milwaukee / W. Dean Road                    -           1,362            3,163            597              -
   3/12/99     Columbus / Morse Road                       -           1,415            3,302          1,100              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   3/12/99     Lawrenceville / Buford Dr.                 256              714               970             322
   3/12/99     Hanover Park / W. Lake Street            1,320            3,311             4,631           1,395
   3/12/99     Chicago / W. Jarvis Ave                    313              832             1,145             370
   3/12/99     Chicago / N. Broadway St                   535            1,568             2,103             764
   3/12/99     Carol Stream / Phillips Court              782            1,971             2,753             809
   3/12/99     Winfield / Roosevelt Road                1,108            2,911             4,019           1,223
   3/12/99     Schaumburg / S. Roselle Road               659            1,685             2,344             712
   3/12/99     Tinley Park / Brennan Hwy                  771            2,034             2,805             901
   3/12/99     Schaumburg / Palmer Drive                1,333            3,593             4,926           1,522
   3/12/99     Mobile / Hillcrest Road                    554            1,478             2,032             671
   3/12/99     Mobile / Azalea Road                       517            1,522             2,039             700
   3/12/99     Mobile / Moffat Road                       537            1,585             2,122             688
   3/12/99     Mobile / Grelot Road                       804            2,114             2,918             924
   3/12/99     Mobile / Government Blvd                   407            1,250             1,657             556
   3/12/99     New Orleans / Tchoupitoulas              1,092            3,100             4,192           1,349
   3/12/99     Louisville / Breckenridge Lane             581            1,501             2,082             633
   3/12/99     Louisville                                 553            1,481             2,034             653
   3/12/99     Louisville / Poplar Level                  463            1,299             1,762             587
   3/12/99     Chesapeake / Western Branch              1,274            3,247             4,521           1,390
   3/12/99     Centreville / Lee Hwy                    1,635            8,335             9,970           2,358
   3/12/99     Sterling / S. Sterling Blvd              1,270            3,209             4,479           1,377
   3/12/99     Manassas / Sudley Road                     776            2,044             2,820             933
   3/12/99     Longmont / Wedgewood Ave                   717            1,824             2,541             758
   3/12/99     Fort Collins / So.College Ave              745            2,028             2,773             854
   3/12/99     Colo Sprngs / Parkmoor Village             620            1,965             2,585             797
   3/12/99     Colo Sprngs / Van Teylingen              1,215            3,048             4,263           1,307
   3/12/99     Denver / So. Clinton St.                   462            1,792             2,254             731
   3/12/99     Denver / Washington St.                    792            2,337             3,129           1,028
   3/12/99     Colo Sprngs / Centennial Blvd            1,352            3,260             4,612           1,341
   3/12/99     Colo Sprngs / Astrozon Court               809            2,198             3,007             959
   3/12/99     Arvada / 64th Ave                          671            1,680             2,351             719
   3/12/99     Golden / Simms Street                      918            2,647             3,565           1,184
   3/12/99     Lawrence / Haskell Ave                     636            1,706             2,342             748
   3/12/99     Overland Park / Hemlock St               1,168            2,934             4,102           1,221
   3/12/99     Lenexa / Long St.                          709            1,765             2,474             710
   3/12/99     Shawnee / Hedge Lane Terrace               570            1,493             2,063             669
   3/12/99     Mission / Foxridge Dr                    1,656            4,087             5,743           1,722
   3/12/99     Milwaukee / W. Dean Road                 1,357            3,765             5,122           1,779
   3/12/99     Columbus / Morse Road                    1,415            4,402             5,817           2,046



                                       F-67


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   3/12/99     Milford / Branch Hill                       -             527            1,229          2,528              -
   3/12/99     Fairfield / Dixie                           -             519            1,211            248              -
   3/12/99     Cincinnati / Western Hills                  -             758            1,769            239              -
   3/12/99     Austin / N. Mopac Expressway                -             865            2,791            114              -
   3/12/99     Atlanta / Dunwoody Place                    -           1,410            3,296            370              -
   3/12/99     Kennedale/Bowman Sprgs                      -             425              991            138              -
   3/12/99     Colo Sprngs/N.Powers                        -           1,124            2,622            427              -
   3/12/99     St. Louis/S. Third St                       -             206              480             29              -
   3/12/99     Orlando / L.B. Mcleod Road                  -             521            1,217            230              -
   3/12/99     Jacksonville / Roosevelt Blvd.              -             851            1,986            396              -
   3/12/99     Miami-Kendall / Sw 84th Street              -             935            2,180            249              -
   3/12/99     North Miami Beach / 69th St                 -           1,594            3,720            502              -
   3/12/99     Miami Beach / Dade Blvd                     -             962            2,245            337              -
   3/12/99     Chicago / N. Natchez Ave                    -           1,684            3,930            405              -
   3/12/99     Chicago / W. Cermak Road                    -           1,294            3,019          1,045              -
   3/12/99     Kansas City / State Ave                     -             645            1,505            322              -
   3/12/99     Lenexa / Santa Fe Trail Road                -             713            1,663            190              -
   3/12/99     Waukesha / Foster Court                     -             765            1,785            172              -
   3/12/99     River Grove / N. 5th Ave.                   -           1,094            2,552             41              -
   3/12/99     St. Charles / E. Main St.                   -             951            2,220           (269)             -
   3/12/99     Chicago / West 47th St.                     -             705            1,645            109              -
   3/12/99     Carol Stream / S. Main Place                -           1,320            3,079            360              -
   3/12/99     Carpentersville /N. Western Ave             -             911            2,120            156              -
   3/12/99     Elgin / E. Chicago St.                      -             570            2,163            122              -
   3/12/99     Elgin / Big Timber Road                     -           1,347            3,253            369              -
   3/12/99     Chicago / S. Pulaski Road                   -               -            2,576            348              -
   3/12/99     Aurora / Business 30                        -             900            2,097            258              -
   3/12/99     Streamwood / Old Church Road                -             855            1,991             91              -
   3/12/99     Mt. Prospect / Central Road                 -             802            1,847            555              -
   3/12/99     Geneva / Gary Ave                           -           1,072            2,501            237              -
   3/12/99     Naperville / Lasalle Ave                    -           1,501            3,502            132              -
   3/31/99     Forest Park                                 -             270            3,378          4,431              -
    4/1/99     Fresno                                      -              44              206           (218)           804
    5/1/99     Stockton                                    -             151              402            (19)         2,017
   6/30/99     Winter Park/N. Semor                        -             342              638            421            728
   6/30/99     N. Richland Hills                           -             455              769            336            832
   6/30/99     Rolling Meadows/Lois                        -             441              849            427            898
   6/30/99     Gresham/Burnside                            -             354              544            229            627
   6/30/99     Jacksonville/University                     -             211              741            272            700







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   3/12/99     Milford / Branch Hill                      527            3,757             4,284           1,279
   3/12/99     Fairfield / Dixie                          519            1,459             1,978             592
   3/12/99     Cincinnati / Western Hills                 758            2,008             2,766             916
   3/12/99     Austin / N. Mopac Expressway               865            2,905             3,770           1,123
   3/12/99     Atlanta / Dunwoody Place                 1,390            3,686             5,076           1,547
   3/12/99     Kennedale/Bowman Sprgs                     425            1,129             1,554             474
   3/12/99     Colo Sprngs/N.Powers                     1,123            3,050             4,173           1,308
   3/12/99     St. Louis/S. Third St                      206              509               715             206
   3/12/99     Orlando / L.B. Mcleod Road                 521            1,447             1,968             610
   3/12/99     Jacksonville / Roosevelt Blvd.             851            2,382             3,233           1,117
   3/12/99     Miami-Kendall / Sw 84th Street             934            2,430             3,364           1,062
   3/12/99     North Miami Beach / 69th St              1,594            4,222             5,816           1,769
   3/12/99     Miami Beach / Dade Blvd                    962            2,582             3,544           1,205
   3/12/99     Chicago / N. Natchez Ave                 1,684            4,335             6,019           1,824
   3/12/99     Chicago / W. Cermak Road                 1,293            4,065             5,358           1,852
   3/12/99     Kansas City / State Ave                    645            1,827             2,472             831
   3/12/99     Lenexa / Santa Fe Trail Road               712            1,854             2,566             833
   3/12/99     Waukesha / Foster Court                    765            1,957             2,722             860
   3/12/99     River Grove / N. 5th Ave.                1,034            2,653             3,687           1,342
   3/12/99     St. Charles / E. Main St.                  801            2,101             2,902           1,114
   3/12/99     Chicago / West 47th St.                    705            1,754             2,459             736
   3/12/99     Carol Stream / S. Main Place             1,319            3,440             4,759           1,488
   3/12/99     Carpentersville /N. Western Ave            909            2,278             3,187             986
   3/12/99     Elgin / E. Chicago St.                     570            2,285             2,855             934
   3/12/99     Elgin / Big Timber Road                  1,347            3,622             4,969           1,574
   3/12/99     Chicago / S. Pulaski Road                    -            2,924             2,924             992
   3/12/99     Aurora / Business 30                       899            2,356             3,255           1,011
   3/12/99     Streamwood / Old Church Road               853            2,084             2,937             865
   3/12/99     Mt. Prospect / Central Road                795            2,409             3,204           1,085
   3/12/99     Geneva / Gary Ave                        1,072            2,738             3,810           1,115
   3/12/99     Naperville / Lasalle Ave                 1,500            3,635             5,135           1,509
   3/31/99     Forest Park                                270            7,809             8,079           3,215
    4/1/99     Fresno                                     193              643               836             294
    5/1/99     Stockton                                   590            1,961             2,551             760
   6/30/99     Winter Park/N. Semor                       427            1,702             2,129             569
   6/30/99     N. Richland Hills                          568            1,824             2,392             721
   6/30/99     Rolling Meadows/Lois                       551            2,064             2,615             790
   6/30/99     Gresham/Burnside                           441            1,313             1,754             468
   6/30/99     Jacksonville/University                    263            1,661             1,924             651



                                       F-68


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   6/30/99     Irving/W. Airport                           -             419              960            249            857
   6/30/99     Houston/Highway 6 So.                       -             751            1,006          1,059          1,057
   6/30/99     Concord/Arnold                              -             827            1,553            599          1,874
   6/30/99     Rockville/Gude Drive                        -             602              768          6,300            880
   6/30/99     Bradenton/Cortez Road                       -             476              885            453            906
   6/30/99     San Antonio/Nw Loop                         -             511              786            339            855
   6/30/99     Anaheim / La Palma                          -           1,378              851            325          1,221
   6/30/99     Spring Valley/Sweetwater                    -             271              380          5,060            416
   6/30/99     Ft. Myers/Tamiami                           -             948              962            398          1,208
   6/30/99     Littleton/Centennial                        -             421              804            361            812
   6/30/99     Newark/Cedar Blvd                           -             729              971            490          1,067
   6/30/99     Falls Church/Columbia                       -             901              975            332          1,141
   6/30/99     Fairfax / Lee Highway                       -             586            1,078            403          1,106
   6/30/99     Wheat Ridge / W. 44th                       -             480              789            297            831
   6/30/99     Huntington Bch/Gotham                       -             952              890            369          1,130
   6/30/99     Fort Worth/McCart                           -             372              942            247            703
   6/30/99     San Diego/Clairemont                        -           1,601            2,035            505          2,034
   6/30/99     Houston/Millridge N.                        -           1,160            1,983            482          2,433
   6/30/99     Woodbridge/Jefferson                        -             840            1,689            361          1,446
   6/30/99     Mountainside                                -           1,260            1,237          2,652          1,523
   6/30/99     Woodbridge / Davis                          -           1,796            1,623            704          1,996
   6/30/99     Huntington Beach                            -           1,026            1,437            226          1,450
   6/30/99     Edison / Old Post Rd                        -             498            1,267            383          1,175
   6/30/99     Northridge/Parthenia                        -           1,848            1,486            310          1,839
   6/30/99     Brick Township/Brick                        -             590            1,431            335          1,364
   6/30/99     Stone Mountain/Rock                         -           1,233              288            385            852
   6/30/99     Hyattsville                                 -             768            2,186            330          1,919
   6/30/99     Union City / Alvarado                       -             992            1,776            271          1,690
   6/30/99     Oak Park / Greenfield                       -             621            1,735            291          1,490
   6/30/99     Tujunga/Foothill Blvd                       -           1,746            2,383            286          2,370
    7/1/99     Pantego/W. Pioneer Pkwy                     -             432            1,228            108              -
    7/1/99     Nashville/Lafayette St                      -             486            1,135            316              -
    7/1/99     Nashville/Metroplex Dr                      -             380              886            286              -
    7/1/99     Madison / Myatt Dr                          -             441            1,028            124              -
    7/1/99     Hixson / Highway 153                        -             488            1,138            361              -
    7/1/99     Hixson / Gadd Rd                            -             207              484            503              -
    7/1/99     Red Bank / Harding Rd                       -             452            1,056            335              -
    7/1/99     Nashville/Welshwood Dr                      -             934            2,179            347              -
    7/1/99     Madison/Williams Ave                        -           1,318            3,076            871              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   6/30/99     Irving/W. Airport                          524            1,961             2,485             710
   6/30/99     Houston/Highway 6 So.                      936            2,937             3,873           1,171
   6/30/99     Concord/Arnold                           1,031            3,822             4,853           1,527
   6/30/99     Rockville/Gude Drive                       751            7,799             8,550           1,295
   6/30/99     Bradenton/Cortez Road                      588            2,132             2,720             889
   6/30/99     San Antonio/Nw Loop                        638            1,853             2,491             645
   6/30/99     Anaheim / La Palma                       1,720            2,055             3,775             707
   6/30/99     Spring Valley/Sweetwater                   356            5,771             6,127           1,153
   6/30/99     Ft. Myers/Tamiami                        1,184            2,332             3,516             897
   6/30/99     Littleton/Centennial                       526            1,872             2,398             781
   6/30/99     Newark/Cedar Blvd                          910            2,347             3,257             953
   6/30/99     Falls Church/Columbia                    1,126            2,223             3,349             902
   6/30/99     Fairfax / Lee Highway                      732            2,441             3,173           1,000
   6/30/99     Wheat Ridge / W. 44th                      599            1,798             2,397             755
   6/30/99     Huntington Bch/Gotham                    1,189            2,152             3,341             871
   6/30/99     Fort Worth/McCart                          464            1,800             2,264             512
   6/30/99     San Diego/Clairemont                     1,999            4,176             6,175           1,622
   6/30/99     Houston/Millridge N.                     1,449            4,609             6,058           1,732
   6/30/99     Woodbridge/Jefferson                     1,048            3,288             4,336             992
   6/30/99     Mountainside                             1,594            5,078             6,672           1,255
   6/30/99     Woodbridge / Davis                       2,243            3,876             6,119           1,601
   6/30/99     Huntington Beach                         1,282            2,857             4,139           1,076
   6/30/99     Edison / Old Post Rd                       621            2,702             3,323           1,077
   6/30/99     Northridge/Parthenia                     2,307            3,176             5,483           1,146
   6/30/99     Brick Township/Brick                       736            2,984             3,720           1,082
   6/30/99     Stone Mountain/Rock                      1,540            1,218             2,758             427
   6/30/99     Hyattsville                                959            4,244             5,203           1,610
   6/30/99     Union City / Alvarado                    1,239            3,490             4,729           1,282
   6/30/99     Oak Park / Greenfield                      774            3,363             4,137           1,283
   6/30/99     Tujunga/Foothill Blvd                    2,180            4,605             6,785           1,637
    7/1/99     Pantego/W. Pioneer Pkwy                    432            1,336             1,768             394
    7/1/99     Nashville/Lafayette St                     486            1,451             1,937             662
    7/1/99     Nashville/Metroplex Dr                     379            1,173             1,552             533
    7/1/99     Madison / Myatt Dr                         441            1,152             1,593             511
    7/1/99     Hixson / Highway 153                       487            1,500             1,987             695
    7/1/99     Hixson / Gadd Rd                           207              987             1,194             537
    7/1/99     Red Bank / Harding Rd                      452            1,391             1,843             663
    7/1/99     Nashville/Welshwood Dr                     934            2,526             3,460           1,094
    7/1/99     Madison/Williams Ave                     1,318            3,947             5,265           1,827



                                       F-69


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    7/1/99     Nashville/Mcnally Dr                        -             884            2,062            619              -
    7/1/99     Hermitage/Central Ct                        -             646            1,508            200              -
    7/1/99     Antioch/Cane Ridge Rd                       -             353              823            256              -
    9/1/99     Charlotte / Ashley Road                     -             664            1,551            178              -
    9/1/99     Raleigh / Capital Blvd                      -             927            2,166            322              -
    9/1/99     Charlotte / South Blvd.                     -             734            1,715            123              -
    9/1/99     Greensboro/W.Market St.                     -             603            1,409             75              -
   10/8/99     Belmont / O'neill Ave                       -             869            4,659            182              -
  10/11/99     Matthews                                    -             937            3,165            294          1,665
  11/15/99     Poplar, Memphis                             -           1,631            3,093            324          2,201
  12/17/99     Dallas / Swiss Ave                          -           1,862            4,344            333              -
  12/30/99     Oak Park/Greenfield Rd                      -           1,184            3,685            (19)             -
  12/30/99     Santa Anna                                  -           2,657            3,293            474          3,083
   1/21/00     Hanover Park                                -             262            3,104             80              -
   1/25/00     Memphis / N.Germantwn Pkwy                  -             884            3,024            217          1,237
   1/31/00     Rowland Heights/Walnut                      -             681            1,589            115              -
    2/8/00     Lewisville / Justin Rd                      -             529            2,919          2,688          1,585
   2/28/00     Plano / Avenue K                            -           2,064           10,407          1,832              -
    4/1/00     Hyattsville/Edmonson                        -           1,036            2,657             93              -
   4/29/00     St.Louis/Ellisville Twn Centre              -             765            4,377            374          1,621
    5/2/00     Mill Valley                                 -           1,412            3,294           (327)             -
    5/2/00     Culver City                                 -           2,439            5,689          6,400              -
   5/26/00     Phoenix/N. 35th Ave                         -             868            2,967             80              -
    6/5/00     Mount Sinai / Route 25a                     -             950            3,338            301          1,923
   6/15/00     Pinellas Park                               -             526            2,247            291          1,100
   6/30/00     San Antonio/Broadway St                     -           1,131            4,558          1,283              -
   7/13/00     Lincolnwood                                 -           1,598            3,727            352              -
   7/17/00     La Palco/New Orleans                        -           1,023            3,204            245          1,709
   7/29/00     Tracy/1615& 1650 W.11th S                   -           1,745            4,530            325              -
    8/1/00     Pineville                                   -           2,197            3,417            388          2,262
   8/23/00     Morris Plains                               -           1,501            4,300            681          3,596
   8/31/00     Florissant/New Halls Fry                    -             800            4,225             97              -
   8/31/00     Orange, CA                                  -             661            1,542          6,129              -
    9/1/00     Bayshore, NY                                -           1,277            2,980          1,774              -
    9/1/00     Los Angeles, CA                             -             590            1,376            615              -
   9/13/00     Merrillville                                -             343            2,474            215          1,449
   9/15/00     Gardena / W. El Segundo                     -           1,532            3,424            158              -
   9/15/00     Chicago / Ashland Avenue                    -             850            4,880            879              -
   9/15/00     Oakland / Macarthur                         -             678            2,751            307              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
    7/1/99     Nashville/Mcnally Dr                       884            2,681             3,565           1,302
    7/1/99     Hermitage/Central Ct                       646            1,708             2,354             770
    7/1/99     Antioch/Cane Ridge Rd                      352            1,080             1,432             510
    9/1/99     Charlotte / Ashley Road                    651            1,742             2,393             732
    9/1/99     Raleigh / Capital Blvd                     908            2,507             3,415           1,047
    9/1/99     Charlotte / South Blvd.                    719            1,853             2,572             762
    9/1/99     Greensboro/W.Market St.                    590            1,497             2,087             641
   10/8/99     Belmont / O'neill Ave                      877            4,833             5,710           1,966
  10/11/99     Matthews                                 1,499            4,562             6,061           1,388
  11/15/99     Poplar, Memphis                          2,377            4,872             7,249           1,423
  12/17/99     Dallas / Swiss Ave                       1,877            4,662             6,539           1,851
  12/30/99     Oak Park/Greenfield Rd                   1,195            3,655             4,850           1,394
  12/30/99     Santa Anna                               3,704            5,803             9,507           1,612
   1/21/00     Hanover Park                               256            3,190             3,446           1,123
   1/25/00     Memphis / N.Germantwn Pkwy               1,301            4,061             5,362           1,276
   1/31/00     Rowland Heights/Walnut                     687            1,698             2,385             676
    2/8/00     Lewisville / Justin Rd                   1,679            6,042             7,721           1,541
   2/28/00     Plano / Avenue K                         1,220           13,083            14,303           6,928
    4/1/00     Hyattsville/Edmonson                     1,036            2,750             3,786           1,028
   4/29/00     St.Louis/Ellisville Twn Centre           1,311            5,826             7,137           1,787
    5/2/00     Mill Valley                              1,283            3,096             4,379           1,186
    5/2/00     Culver City                              2,221           12,307            14,528           3,918
   5/26/00     Phoenix/N. 35th Ave                        867            3,048             3,915             663
    6/5/00     Mount Sinai / Route 25a                  1,599            4,913             6,512           1,422
   6/15/00     Pinellas Park                              887            3,277             4,164             883
   6/30/00     San Antonio/Broadway St                  1,130            5,842             6,972           1,947
   7/13/00     Lincolnwood                              1,612            4,065             5,677           1,683
   7/17/00     La Palco/New Orleans                     1,609            4,572             6,181           1,193
   7/29/00     Tracy/1615& 1650 W.11th S                1,761            4,839             6,600           1,796
    8/1/00     Pineville                                2,964            5,300             8,264           1,515
   8/23/00     Morris Plains                            2,719            7,359            10,078           1,875
   8/31/00     Florissant/New Halls Fry                   807            4,315             5,122           1,592
   8/31/00     Orange, CA                                 667            7,665             8,332           1,545
    9/1/00     Bayshore, NY                             1,533            4,498             6,031           1,603
    9/1/00     Los Angeles, CA                            707            1,874             2,581             779
   9/13/00     Merrillville                               832            3,649             4,481           1,012
   9/15/00     Gardena / W. El Segundo                  1,531            3,583             5,114           1,158
   9/15/00     Chicago / Ashland Avenue                   849            5,760             6,609           2,023
   9/15/00     Oakland / Macarthur                        678            3,058             3,736             998



                                       F-70


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   9/15/00     Alexandria / Pickett Ii                     -           2,743            6,198            452              -
   9/15/00     Royal Oak / Coolidge Highway                -           1,062            2,576            183              -
   9/15/00     Hawthorne / Crenshaw Blvd.                  -           1,079            2,913            185              -
   9/15/00     Rockaway / U.S. Route 46                    -           2,424            4,945            329              -
   9/15/00     Evanston / Greenbay                         -             846            4,436            240              -
   9/15/00     Los Angeles / Coliseum                      -           3,109            4,013            196              -
   9/15/00     Bethpage / Hempstead Turnpike               -           2,899            5,457          1,113              -
   9/15/00     Northport / Fort Salonga Road               -           2,999            5,698            609              -
   9/15/00     Brooklyn / St. Johns Place                  -           3,492            6,026          1,111              -
   9/15/00     Lake Ronkonkoma / Portion Rd.               -             937            4,199            241              -
   9/15/00     Tampa/Gunn Hwy                              -           1,843            4,300            134              -
   9/18/00     Tampa/N. Del Mabry                          -           2,204            2,447         10,087              -
   9/30/00     Marietta/Kennestone& Hwy5                   -             622            3,388          1,445              -
   9/30/00     Lilburn/Indian Trail                        -           1,695            5,170          1,671              -
  11/15/00     Largo/Missouri                              -           1,092            4,270            293          2,215
  11/21/00     St. Louis/Wilson                            -           1,608            3,913          1,938              -
  12/21/00     Houston/7715 Katy Frwy                      -           2,274            5,307         (1,672)             -
  12/21/00     Houston/10801 Katy Frwy                     -           1,664            3,884              9              -
  12/21/00     Houston/Main St                             -           1,681            3,924            192              -
  12/21/00     Houston/W. Loop/S. Frwy                     -           2,036            4,749            131              -
  12/29/00     Chicago                                     -           1,946            6,002             64              -
  12/30/00     Raleigh/Glenwood                            -           1,545            3,628            143              -
  12/30/00     Frazier                                     -             800            3,324             43              -
    1/5/01     Troy/E. Big Beaver Rd                       -           2,195            4,221            284          1,846
   1/11/01     Ft Lauderdale                               -             954            3,972            433          2,183
   1/16/01     No Hollywood/Sherman Way                    -           2,173            5,442          3,622              -
   1/18/01     Tuscon/E. Speedway                          -             735            2,895            203          1,066
   1/25/01     Lombard/Finley                              -             851            3,806            437          2,112
   3/15/01     Los Angeles/West Pico                       -           8,579            8,630          2,591              -
    4/1/01     Lakewood/Cedar Dr.                          -           1,329            9,356          4,069              -
    4/7/01     Farmingdale/Rte 110                         -           2,364            5,807          1,888              -
   4/17/01     Philadelphia/Aramingo                       -             968            4,539             43              -
   4/18/01     Largo/Walsingham Road                       -           1,000            3,545           (210)             -
   6/17/01     Port Washington/Seaview &W.Sh               -           2,381            4,608          1,819              -
   6/18/01     Silver Springs/Prosperity                   -           1,065            5,391          2,030              -
   6/19/01     Tampa/W. Waters Ave & Wilsky                -             953            3,785             59              -
   6/26/01     Middletown                                  -           1,535            4,258            470          2,258
   7/29/01     Miami/Sw 85th Ave                           -           2,755            4,951          3,657              -
   8/28/01     Hoover/John Hawkins Pkwy                    -           1,050            2,453             86              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   9/15/00     Alexandria / Pickett Ii                  2,742            6,651             9,393           2,133
   9/15/00     Royal Oak / Coolidge Highway             1,062            2,759             3,821             905
   9/15/00     Hawthorne / Crenshaw Blvd.               1,078            3,099             4,177           1,011
   9/15/00     Rockaway / U.S. Route 46                 2,423            5,275             7,698           1,702
   9/15/00     Evanston / Greenbay                        846            4,676             5,522           1,489
   9/15/00     Los Angeles / Coliseum                   3,108            4,210             7,318           1,325
   9/15/00     Bethpage / Hempstead Turnpike            2,898            6,571             9,469           2,047
   9/15/00     Northport / Fort Salonga Road            2,998            6,308             9,306           2,052
   9/15/00     Brooklyn / St. Johns Place               3,491            7,138            10,629           2,047
   9/15/00     Lake Ronkonkoma / Portion Rd.              937            4,440             5,377           1,385
   9/15/00     Tampa/Gunn Hwy                           1,842            4,435             6,277           1,540
   9/18/00     Tampa/N. Del Mabry                       2,238           12,500            14,738           5,097
   9/30/00     Marietta/Kennestone& Hwy5                  628            4,827             5,455           1,602
   9/30/00     Lilburn/Indian Trail                     1,711            6,825             8,536           2,189
  11/15/00     Largo/Missouri                           1,838            6,032             7,870           1,702
  11/21/00     St. Louis/Wilson                         1,627            5,832             7,459           1,872
  12/21/00     Houston/7715 Katy Frwy                   1,500            4,409             5,909           1,053
  12/21/00     Houston/10801 Katy Frwy                  1,618            3,939             5,557           1,219
  12/21/00     Houston/Main St                          1,683            4,114             5,797           1,254
  12/21/00     Houston/W. Loop/S. Frwy                  2,037            4,879             6,916           1,508
  12/29/00     Chicago                                  1,949            6,063             8,012           1,966
  12/30/00     Raleigh/Glenwood                         1,559            3,757             5,316           1,322
  12/30/00     Frazier                                    800            3,367             4,167             997
    1/5/01     Troy/E. Big Beaver Rd                    2,820            5,726             8,546           1,553
   1/11/01     Ft Lauderdale                            1,745            5,797             7,542           1,563
   1/16/01     No Hollywood/Sherman Way                 2,200            9,037            11,237           2,185
   1/18/01     Tuscon/E. Speedway                       1,095            3,804             4,899           1,094
   1/25/01     Lombard/Finley                           1,564            5,642             7,206           1,550
   3/15/01     Los Angeles/West Pico                    8,607           11,193            19,800           3,487
    4/1/01     Lakewood/Cedar Dr.                       1,331           13,423            14,754           3,932
    4/7/01     Farmingdale/Rte 110                      1,778            8,281            10,059           2,126
   4/17/01     Philadelphia/Aramingo                      968            4,582             5,550           1,426
   4/18/01     Largo/Walsingham Road                      799            3,536             4,335           1,112
   6/17/01     Port Washington/Seaview &W.Sh            2,359            6,449             8,808           1,703
   6/18/01     Silver Springs/Prosperity                1,065            7,421             8,486           1,968
   6/19/01     Tampa/W. Waters Ave & Wilsky               954            3,843             4,797           1,178
   6/26/01     Middletown                               2,295            6,226             8,521           1,566
   7/29/01     Miami/Sw 85th Ave                        2,730            8,633            11,363           2,214
   8/28/01     Hoover/John Hawkins Pkwy                 1,050            2,539             3,589             773



                                       F-71


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   9/30/01     Syosset                                     -           2,461            5,312            278          1,855
  12/27/01     Los Angeles/W.Jefferson                     -           8,285            9,429          4,784              -
  12/27/01     Howell/Hgwy 9                               -             941            4,070            274          1,260
  12/29/01     Catonsville/Kent                            -           1,378            5,289          2,646              -
  12/29/01     Old Bridge/Rte 9                            -           1,244            4,960             (1)             -
  12/29/01     Sacremento/Roseville                        -             876            5,344          1,971              -
  12/31/01     Santa Ana/E.Mcfadden                        -           7,587            8,612          1,047              -
    1/1/02     Concord                                     -             650            1,332             87              -
    1/1/02     Tustin                                      -             962            1,465            115              -
    1/1/02     Pasadena/Sierra Madre                       -             706              872             69              -
    1/1/02     Azusa                                       -             933            1,659          7,562              -
    1/1/02     Redlands                                    -             423            1,202            183              -
    1/1/02     Airport I                                   -             346              861            112              -
    1/1/02     Miami / Marlin Road                         -             562            1,345            165              -
    1/1/02     Riverside                                   -              95            1,106             14              -
    1/1/02     Oakland / San Leandro                       -             330            1,116             96              -
    1/1/02     Richmond / Jacuzzi                          -             419            1,224             37              -
    1/1/02     Santa Clara / Laurel                        -           1,178            1,789             85              -
    1/1/02     Pembroke Park                               -             475            1,259            106              -
    1/1/02     Ft. Lauderdale / Sun                        -             452            1,254            110              -
    1/1/02     San Carlos / Shorewa                        -             737            1,360            (25)             -
    1/1/02     Ft. Lauderdale / Sun                        -             532            1,444            105              -
    1/1/02     Sacramento / Howe                           -             361            1,181             31              -
    1/1/02     Sacramento / Capitol                        -             186            1,284            315              -
    1/1/02     Miami / Airport                             -             517              915            117              -
    1/1/02     Marietta / Cobb Park                        -             419            1,571            305              -
    1/1/02     Sacramento / Florin                         -             624            1,710            507              -
    1/1/02     Belmont / Dairy Lane                        -             915            1,252            128              -
    1/1/02     So. San Francisco                           -           1,018            2,464            216              -
    1/1/02     Palmdale / P Street                         -             218            1,287             90              -
    1/1/02     Tucker / Montreal Rd                        -             760            1,485            123              -
    1/1/02     Pasadena / S Fair Oaks                      -           1,313            1,905             93              -
    1/1/02     Carmichael/Fair Oaks                        -             584            1,431             33              -
    1/1/02     Carson / Carson St                          -             507              877            108              -
    1/1/02     San Jose / Felipe Ave                       -             517            1,482             77              -
    1/1/02     Miami / 27th Ave                            -             272            1,572            128              -
    1/1/02     San Jose / Capitol                          -             400            1,183             19              -
    1/1/02     Tucker / Mountain                           -             519            1,385             78              -
    1/3/02     St Charles/Veterans Memorial Pkwy           -             687            1,602            170              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   9/30/01     Syosset                                  3,089            6,817             9,906           1,730
  12/27/01     Los Angeles/W.Jefferson                  8,331           14,167            22,498           3,166
  12/27/01     Howell/Hgwy 9                            1,365            5,180             6,545           1,352
  12/29/01     Catonsville/Kent                         1,377            7,936             9,313           2,062
  12/29/01     Old Bridge/Rte 9                         1,249            4,954             6,203           1,416
  12/29/01     Sacremento/Roseville                       526            7,665             8,191           2,085
  12/31/01     Santa Ana/E.Mcfadden                     7,599            9,647            17,246           2,798
    1/1/02     Concord                                    649            1,420             2,069             440
    1/1/02     Tustin                                     962            1,580             2,542             471
    1/1/02     Pasadena/Sierra Madre                      706              941             1,647             290
    1/1/02     Azusa                                      932            9,222            10,154           1,464
    1/1/02     Redlands                                   422            1,386             1,808             466
    1/1/02     Airport I                                  346              973             1,319             309
    1/1/02     Miami / Marlin Road                        562            1,510             2,072             446
    1/1/02     Riverside                                   94            1,121             1,215             350
    1/1/02     Oakland / San Leandro                      330            1,212             1,542             394
    1/1/02     Richmond / Jacuzzi                         419            1,261             1,680             383
    1/1/02     Santa Clara / Laurel                     1,178            1,874             3,052             715
    1/1/02     Pembroke Park                              475            1,365             1,840             426
    1/1/02     Ft. Lauderdale / Sun                       452            1,364             1,816             421
    1/1/02     San Carlos / Shorewa                       737            1,335             2,072             405
    1/1/02     Ft. Lauderdale / Sun                       533            1,548             2,081             493
    1/1/02     Sacramento / Howe                          361            1,212             1,573             354
    1/1/02     Sacramento / Capitol                       186            1,599             1,785             467
    1/1/02     Miami / Airport                            517            1,032             1,549             346
    1/1/02     Marietta / Cobb Park                       419            1,876             2,295             666
    1/1/02     Sacramento / Florin                        623            2,218             2,841             730
    1/1/02     Belmont / Dairy Lane                       914            1,381             2,295             475
    1/1/02     So. San Francisco                        1,018            2,680             3,698             938
    1/1/02     Palmdale / P Street                        218            1,377             1,595             449
    1/1/02     Tucker / Montreal Rd                       758            1,610             2,368             549
    1/1/02     Pasadena / S Fair Oaks                   1,312            1,999             3,311             677
    1/1/02     Carmichael/Fair Oaks                       584            1,464             2,048             467
    1/1/02     Carson / Carson St                         506              986             1,492             357
    1/1/02     San Jose / Felipe Ave                      516            1,560             2,076             558
    1/1/02     Miami / 27th Ave                           271            1,701             1,972             600
    1/1/02     San Jose / Capitol                         401            1,201             1,602             395
    1/1/02     Tucker / Mountain                          520            1,462             1,982             510
    1/3/02     St Charles/Veterans Memorial Pkwy          687            1,772             2,459             596



                                       F-72


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    1/7/02     Bothell/ N. Bothell Way                     -           1,063            4,995            160              -
   1/15/02     Houston / N.Loop                            -           2,045            6,178          2,043              -
   1/16/02     Orlando / S. Kirkman                        -             889            3,180             61              -
   1/16/02     Austin / Us Hwy 183                         -             608            3,856             41              -
   1/16/02     Rochelle Park / 168                         -             744            4,430             82              -
   1/16/02     Honolulu / Waialae                          -          10,631           10,783            220              -
   1/16/02     Sunny Isles Bch                             -             931            2,845            227              -
   1/16/02     San Ramon / San Ramo                        -           1,522            3,510             61              -
   1/16/02     Austin / W. 6th St                          -           2,399            4,493            348              -
   1/16/02     Schaumburg / W. Wise                        -           1,158            2,598             69              -
   1/16/02     Laguna Hills / Moulton                      -           2,319            5,200            208              -
   1/16/02     Annapolis / West St                         -             955            3,669             56              -
   1/16/02     Birmingham / Commons                        -           1,125            3,938            179              -
   1/16/02     Crestwood / Watson Rd                       -           1,232            3,093            (27)             -
   1/16/02     Northglenn /Huron St                        -             688            2,075             80              -
   1/16/02     Skokie / Skokie Blvd                        -             716            5,285            100              -
   1/16/02     Garden City / Stewart                       -           1,489            4,039            225              -
   1/16/02     Millersville / Veterans                     -           1,036            4,229             49              -
   1/16/02     W. Babylon / Sunrise                        -           1,609            3,959             66              -
   1/16/02     Memphis / Summer Ave                        -           1,103            2,772             85              -
   1/16/02     Santa Clara/Lafayette                       -           1,393            4,626             17              -
   1/16/02     Naperville / Washington                     -           2,712            2,225            510              -
   1/16/02     Phoenix/W Union Hills                       -           1,071            2,934             59              -
   1/16/02     Woodlawn / Whitehead                        -           2,682            3,355             74              -
   1/16/02     Issaquah / Pickering                        -           1,138            3,704             26              -
   1/16/02     West La /W Olympic                          -           6,532            5,975            129              -
   1/16/02     Pasadena / E. Colorado                      -           1,125            5,160            129              -
   1/16/02     Memphis / Covington                         -             620            3,076             81              -
   1/16/02     Hiawassee / N.Hiawassee                     -           1,622            1,892             95              -
   1/16/02     Longwood / State Rd                         -           2,123            3,083            170              -
   1/16/02     Casselberry / State                         -           1,628            3,308             72              -
   1/16/02     Honolulu/Kahala                             -           3,722            8,525            112              -
   1/16/02     Waukegan / Greenbay                         -             933            3,826             51              -
   1/16/02     Southfield / Telegraph                      -           2,869            5,507            149              -
   1/16/02     San Mateo / S. Delaware                     -           1,921            4,602            105              -
   1/16/02     Scottsdale/N.Hayden                         -           2,111            3,564             51              -
   1/16/02     Gilbert/W Park Ave                          -             497            3,534             13              -
   1/16/02     W.Palm Beach/Okeechobee                     -           2,149            4,650           (356)             -
   1/16/02     Indianapolis / W.86th                       -             812            2,421            158              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
    1/7/02     Bothell/ N. Bothell Way                  1,062            5,156             6,218           1,450
   1/15/02     Houston / N.Loop                         2,044            8,222            10,266           1,997
   1/16/02     Orlando / S. Kirkman                       889            3,241             4,130           1,054
   1/16/02     Austin / Us Hwy 183                        608            3,897             4,505           1,235
   1/16/02     Rochelle Park / 168                        744            4,512             5,256           1,374
   1/16/02     Honolulu / Waialae                      10,628           11,006            21,634           3,414
   1/16/02     Sunny Isles Bch                            931            3,072             4,003             966
   1/16/02     San Ramon / San Ramo                     1,521            3,572             5,093           1,099
   1/16/02     Austin / W. 6th St                       2,399            4,841             7,240           1,668
   1/16/02     Schaumburg / W. Wise                     1,157            2,668             3,825             839
   1/16/02     Laguna Hills / Moulton                   2,318            5,409             7,727           1,743
   1/16/02     Annapolis / West St                        955            3,725             4,680           1,165
   1/16/02     Birmingham / Commons                     1,125            4,117             5,242           1,302
   1/16/02     Crestwood / Watson Rd                    1,176            3,122             4,298             953
   1/16/02     Northglenn /Huron St                       688            2,155             2,843             671
   1/16/02     Skokie / Skokie Blvd                       716            5,385             6,101           1,631
   1/16/02     Garden City / Stewart                    1,489            4,264             5,753           1,339
   1/16/02     Millersville / Veterans                  1,035            4,279             5,314           1,353
   1/16/02     W. Babylon / Sunrise                     1,608            4,026             5,634           1,237
   1/16/02     Memphis / Summer Ave                     1,102            2,858             3,960             867
   1/16/02     Santa Clara/Lafayette                    1,393            4,643             6,036           1,361
   1/16/02     Naperville / Washington                  2,711            2,736             5,447             826
   1/16/02     Phoenix/W Union Hills                    1,065            2,999             4,064             929
   1/16/02     Woodlawn / Whitehead                     2,681            3,430             6,111           1,088
   1/16/02     Issaquah / Pickering                     1,137            3,731             4,868           1,145
   1/16/02     West La /W Olympic                       6,530            6,106            12,636           1,831
   1/16/02     Pasadena / E. Colorado                   1,124            5,290             6,414           1,566
   1/16/02     Memphis / Covington                        620            3,157             3,777             949
   1/16/02     Hiawassee / N.Hiawassee                  1,621            1,988             3,609             652
   1/16/02     Longwood / State Rd                      2,123            3,253             5,376           1,127
   1/16/02     Casselberry / State                      1,628            3,380             5,008           1,023
   1/16/02     Honolulu/Kahala                          3,721            8,638            12,359           2,557
   1/16/02     Waukegan / Greenbay                        933            3,877             4,810           1,168
   1/16/02     Southfield / Telegraph                   2,868            5,657             8,525           1,713
   1/16/02     San Mateo / S. Delaware                  1,921            4,707             6,628           1,376
   1/16/02     Scottsdale/N.Hayden                      2,116            3,610             5,726           1,082
   1/16/02     Gilbert/W Park Ave                         497            3,547             4,044           1,058
   1/16/02     W.Palm Beach/Okeechobee                  2,148            4,295             6,443           1,253
   1/16/02     Indianapolis / W.86th                      812            2,579             3,391             753



                                       F-73


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   1/16/02     Indianapolis / Madison                      -             716            2,655            557              -
   1/16/02     Indianapolis / Rockville                    -             704            2,704            922              -
   1/16/02     Santa Cruz / River                          -           2,148            6,584            120              -
   1/16/02     Novato / Rush Landing                       -           1,858            2,574             52              -
   1/16/02     Martinez / Arnold Dr                        -             847            5,422             31              -
   1/16/02     Charlotte/Cambridge                         -             836            3,908             38              -
   1/16/02     Rancho Cucamonga                            -             579            3,222          3,620              -
   1/16/02     Renton / Kent                               -             768            4,078             56              -
   1/16/02     Hawthorne / Goffle Rd                       -           2,414            4,918             71              -
    2/2/02     Nashua / Southwood Dr                       -           2,493            4,326            193              -
   2/15/02     Houston/Fm 1960 East                        -             859            2,004            102              -
    3/7/02     Baltimore / Russell Street                  -           1,763            5,821            203              -
   3/11/02     Weymouth / Main St                          -           1,440            4,433            173              -
   3/28/02     Clinton / Branch Ave & Schultz              -           1,257            4,108            537          3,253
   4/17/02     La Mirada/Alondra                           -           1,749            5,044            364          2,443
    5/1/02     N.Richlnd Hls/Rufe Snow Dr                  -             632            6,337          2,359              -
    5/2/02     Parkville/E.Joppa                           -             898            4,306            135              -
   6/17/02     Waltham / Lexington St                      -           3,183            5,733            307              -
   6/30/02     Nashville / Charlotte                       -             876            2,004            121              -
    7/2/02     Mt Juliet / Lebonan Rd                      -             516            1,203            151              -
   7/14/02     Yorktown / George Washington                -             707            1,684             78              -
   7/22/02     Brea/E. Lambert & Clifwood Pk               -           2,114            3,555            171              -
    8/1/02     Bricktown/Route 70                          -           1,292            3,690            181              -
    8/1/02     Danvers / Newbury St.                       -           1,311            4,140            606              -
   8/15/02     Montclair / Holt Blvd.                      -             889            2,074            244              -
   8/21/02     Rockville Centre/Merrick Rd                 -           3,693            6,990            370              -
   9/13/02     Lacey / Martin Way                          -           1,379            3,217             72              -
   9/13/02     Lakewood / Bridgeport                       -           1,286            3,000            116              -
   9/13/02     Kent / Pacific Highway                      -           1,839            4,291            192              -
   11/4/02     Scotch Plains /Route 22                     -           2,124            5,072             55              -
  12/23/02     Snta Clarita/Viaprincssa                    -           2,508            3,008          3,579              -
   2/13/03     Pasadena / Ritchie Hwy                      -           2,253            4,218              8              -
   2/13/03     Malden / Eastern Ave                        -           3,212            2,739             86              -
   2/24/03     Miami / SW 137th Ave                        -           1,600            4,684           (269)             -
    3/3/03     Chantilly / Dulles South Court              -           2,190            4,314            132              -
    3/6/03     Medford / Mystic Ave                        -           3,886            4,982             23              -
   5/27/03     Castro Valley / Grove Way                   -           2,247            5,881            983              -
    8/2/03     Sacramento / E.Stockton Blvd                -             554            4,175             62              -
   8/13/03     Timonium / W. Padonia Road                  -           1,932            3,681             44              -







                                                                    Gross Carrying Amount
                                                                     At December 31, 2008
     Date                                            -----------------------------------------------   Accumulated
   Acquired                Description                 Land          Buildings           Total        Depreciation
-------------------------------------------------------------------------------------------------------------------

                                                                                           
   1/16/02     Indianapolis / Madison                    716            3,212             3,928             804
   1/16/02     Indianapolis / Rockville                  704            3,626             4,330             821
   1/16/02     Santa Cruz / River                      2,147            6,705             8,852           1,929
   1/16/02     Novato / Rush Landing                   1,858            2,626             4,484             783
   1/16/02     Martinez / Arnold Dr                      847            5,453             6,300           1,545
   1/16/02     Charlotte/Cambridge                       836            3,946             4,782           1,183
   1/16/02     Rancho Cucamonga                        1,130            6,291             7,421           1,381
   1/16/02     Renton / Kent                             768            4,134             4,902           1,246
   1/16/02     Hawthorne / Goffle Rd                   2,413            4,990             7,403           1,447
    2/2/02     Nashua / Southwood Dr                   2,492            4,520             7,012           1,259
   2/15/02     Houston/Fm 1960 East                      858            2,107             2,965             611
    3/7/02     Baltimore / Russell Street              1,763            6,024             7,787           1,667
   3/11/02     Weymouth / Main St                      1,439            4,607             6,046           1,278
   3/28/02     Clinton / Branch Ave & Schultz          2,357            6,798             9,155           1,562
   4/17/02     La Mirada/Alondra                       2,574            7,026             9,600           1,669
    5/1/02     N.Richlnd Hls/Rufe Snow Dr                631            8,697             9,328           2,186
    5/2/02     Parkville/E.Joppa                         898            4,441             5,339           1,197
   6/17/02     Waltham / Lexington St                  3,202            6,021             9,223           1,587
   6/30/02     Nashville / Charlotte                     875            2,126             3,001             613
    7/2/02     Mt Juliet / Lebonan Rd                    516            1,354             1,870             400
   7/14/02     Yorktown / George Washington              707            1,762             2,469             516
   7/22/02     Brea/E. Lambert & Clifwood Pk           2,113            3,727             5,840             980
    8/1/02     Bricktown/Route 70                      1,292            3,871             5,163           1,011
    8/1/02     Danvers / Newbury St.                   1,326            4,731             6,057           1,190
   8/15/02     Montclair / Holt Blvd.                    889            2,318             3,207             752
   8/21/02     Rockville Centre/Merrick Rd             3,691            7,362            11,053           1,905
   9/13/02     Lacey / Martin Way                      1,378            3,290             4,668             701
   9/13/02     Lakewood / Bridgeport                   1,285            3,117             4,402             688
   9/13/02     Kent / Pacific Highway                  1,839            4,483             6,322             989
   11/4/02     Scotch Plains /Route 22                 2,126            5,125             7,251           1,333
  12/23/02     Snta Clarita/Viaprincssa                2,507            6,588             9,095           1,459
   2/13/03     Pasadena / Ritchie Hwy                  2,252            4,227             6,479           1,012
   2/13/03     Malden / Eastern Ave                    3,211            2,826             6,037             673
   2/24/03     Miami / SW 137th Ave                    1,600            4,415             6,015           1,057
    3/3/03     Chantilly / Dulles South Court          2,190            4,446             6,636           1,021
    3/6/03     Medford / Mystic Ave                    3,884            5,007             8,891           1,156
   5/27/03     Castro Valley / Grove Way               2,307            6,804             9,111           1,556
    8/2/03     Sacramento / E.Stockton Blvd              554            4,237             4,791             977
   8/13/03     Timonium / W. Padonia Road              1,931            3,726             5,657             834



                                       F-74


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/21/03     Van Nuys / Sepulveda                        -           1,698            3,886          2,404              -
    9/9/03     Westwood / East St                          -           3,267            5,013            315              -
  10/21/03     San Diego / Miramar Road                    -           2,244            6,653            662              -
   11/3/03     El Sobrante/San Pablo                       -           1,255            4,990          1,311              -
   11/6/03     Pearl City / Kamehameha Hwy                 -           4,428            4,839            533              -
  12/23/03     Boston / Southampton Street                 -           5,334            7,511            799              -
    1/9/04     Farmingville / Horseblock Road              -           1,919            4,420           (110)             -
   2/27/04     Salem / Goodhue St.                         -           1,544            6,160             68              -
   3/18/04     Seven Corners / Arlington Blvd.             -           6,087            7,553           (262)             -
   6/30/04     Marlton / Route 73                          -           1,103            5,195             14              -
    7/1/04     Long Island City/Northern Blvd.             -           4,876            7,610           (162)             -
    7/9/04     West Valley Cty/Redwood                     -             876            2,067            426              -
   7/12/04     Hicksville/E. Old Country Rd.               -           1,693            3,910            147              -
   7/15/04     Harwood/Ronald                              -           1,619            3,778            204              -
   9/24/04     E. Hanover/State Rt                         -           3,895            4,943            232              -
  10/14/04     Apple Valley/148th St                     593             591            1,375            155              -
  10/14/04     Blaine / Hwy 65 NE                        966             789            1,833            830              -
  10/14/04     Brooklyn Park / Lakeland Ave            1,379           1,411            3,278            240              -
  10/14/04     Brooklyn Park / Xylon Ave               1,144           1,120            2,601            370              -
  10/14/04     St Paul(Eagan)/Sibley Mem'l Hwy           597             615            1,431             89              -
  10/14/04     Maple Grove / Zachary Lane              1,261           1,337            3,105             67              -
  10/14/04     Minneapolis / Hiawatha Ave              1,428           1,480            3,437            187              -
  10/14/04     New Hope / 36th Ave                     1,285           1,332            3,094            167              -
  10/14/04     Rosemount / Chippendale Ave               830             864            2,008             94              -
  10/14/04     St Cloud/Franklin                         547             575            1,338             43              -
  10/14/04     Savage / W 128th St                     1,450           1,522            3,535            125              -
  10/14/04     Spring Lake Park/Hwy 65 NE              1,526           1,534            3,562            361              -
  10/14/04     St Paul / Terrace Court                 1,083           1,122            2,606            144              -
  10/14/04     St Paul / Eaton St                      1,120           1,161            2,698            146              -
  10/14/04     St Paul-Hartzell / Wabash Ave               -           1,207            2,816            228              -
  10/14/04     West St Paul / Marie Ave                1,563           1,447            3,361            780              -
  10/14/04     Stillwater / Memorial Ave               1,591           1,669            3,876            144              -
  10/14/04     St Paul(VadnaisHts/Birch Lake Rd          931             928            2,157            243              -
  10/14/04     Woodbury / Hudson Road                  1,784           1,863            4,327            187              -
  10/14/04     Brown Deer / N Green Bay Rd             1,022           1,059            2,461            134              -
  10/14/04     Germantown / Spaten Court                 579             607            1,411             52              -
  10/14/04     Milwaukee/ N 77th St                    1,204           1,241            2,882            180              -
  10/14/04     Milwaukee/ S 13th St                    1,417           1,484            3,446            135              -
  10/14/04     Oak Creek / S 27th St                     726             751            1,746             99              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/21/03     Van Nuys / Sepulveda                     1,698            6,290             7,988           1,084
    9/9/03     Westwood / East St                       3,287            5,308             8,595           1,183
  10/21/03     San Diego / Miramar Road                 2,243            7,316             9,559           1,572
   11/3/03     El Sobrante/San Pablo                    1,257            6,299             7,556           1,383
   11/6/03     Pearl City / Kamehameha Hwy              4,429            5,371             9,800           1,134
  12/23/03     Boston / Southampton Street              5,344            8,300            13,644           1,694
    1/9/04     Farmingville / Horseblock Road           1,918            4,311             6,229             883
   2/27/04     Salem / Goodhue St.                      1,543            6,229             7,772           1,224
   3/18/04     Seven Corners / Arlington Blvd.          6,085            7,293            13,378           1,407
   6/30/04     Marlton / Route 73                       1,103            5,209             6,312             747
    7/1/04     Long Island City/Northern Blvd.          4,875            7,449            12,324           1,382
    7/9/04     West Valley Cty/Redwood                    883            2,486             3,369             545
   7/12/04     Hicksville/E. Old Country Rd.            1,692            4,058             5,750             732
   7/15/04     Harwood/Ronald                           1,619            3,982             5,601             781
   9/24/04     E. Hanover/State Rt                      3,894            5,176             9,070             894
  10/14/04     Apple Valley/148th St                      592            1,529             2,121             283
  10/14/04     Blaine / Hwy 65 NE                         713            2,739             3,452             438
  10/14/04     Brooklyn Park / Lakeland Ave             1,413            3,516             4,929             641
  10/14/04     Brooklyn Park / Xylon Ave                1,121            2,970             4,091             613
  10/14/04     St Paul(Eagan)/Sibley Mem'l Hwy            616            1,519             2,135             263
  10/14/04     Maple Grove / Zachary Lane               1,338            3,171             4,509             550
  10/14/04     Minneapolis / Hiawatha Ave               1,481            3,623             5,104             660
  10/14/04     New Hope / 36th Ave                      1,333            3,260             4,593             567
  10/14/04     Rosemount / Chippendale Ave                865            2,101             2,966             375
  10/14/04     St Cloud/Franklin                          576            1,380             1,956             245
  10/14/04     Savage / W 128th St                      1,523            3,659             5,182             655
  10/14/04     Spring Lake Park/Hwy 65 NE               1,535            3,922             5,457             727
  10/14/04     St Paul / Terrace Court                  1,123            2,749             3,872             506
  10/14/04     St Paul / Eaton St                       1,162            2,843             4,005             521
  10/14/04     St Paul-Hartzell / Wabash Ave            1,206            3,045             4,251             582
  10/14/04     West St Paul / Marie Ave                 1,448            4,140             5,588             742
  10/14/04     Stillwater / Memorial Ave                1,670            4,019             5,689             702
  10/14/04     St Paul(VadnaisHts/Birch Lake Rd           929            2,399             3,328             438
  10/14/04     Woodbury / Hudson Road                   1,864            4,513             6,377             780
  10/14/04     Brown Deer / N Green Bay Rd              1,060            2,594             3,654             475
  10/14/04     Germantown / Spaten Court                  607            1,463             2,070             261
  10/14/04     Milwaukee/ N 77th St                     1,242            3,061             4,303             553
  10/14/04     Milwaukee/ S 13th St                     1,485            3,580             5,065             635
  10/14/04     Oak Creek / S 27th St                      752            1,844             2,596             336



                                       F-75


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
  10/14/04     Waukesha / Arcadian Ave                 1,622           1,665            3,868            265              -
  10/14/04     West Allis / W Lincoln Ave              1,335           1,390            3,227            156              -
  10/14/04     Garland / O'Banion Rd                       -             606            1,414            136              -
  10/14/04     Grand Prairie/ Hwy360                       -             942            2,198            136              -
  10/14/04     Duncanville/N Duncnvill                     -           1,524            3,556            360              -
  10/14/04     Lancaster/ W Pleasant                       -             993            2,317             97              -
  10/14/04     Mesquite / Oates Dr                         -             937            2,186            128              -
  10/14/04     Dallas / E NW Hwy                           -             942            2,198            120              -
  11/24/04     Pompano Beach/E. Sample                 4,495           1,608            3,754            160              -
  11/24/04     Davie / SW 41st St.                     5,797           2,467            5,758            178              -
  11/24/04     North Bay Village/Kennedy               5,994           3,275            7,644            197              -
  11/24/04     Miami / Biscayne Blvd                   5,935           3,538            8,258            129              -
  11/24/04     Miami Gardens/NW 57th St                5,929           2,706            6,316             84              -
  11/24/04     Tamarac/ N University Dr                6,160           2,580            6,022            111              -
  11/24/04     Miami / SW 31st Ave                    12,941          11,574           27,009            221              -
  11/24/04     Hialeah / W 20th Ave                        -           2,224            5,192            397              -
  11/24/04     Miami / SW 42nd St                          -           2,955            6,897            515              -
  11/24/04     Miami / SW 40th St                          -           2,933            6,844            523              -
  11/25/04     Carlsbad/CorteDelAbeto                      -           2,861            6,676          3,157              -
   1/19/05     Cheektowaga / William St                    -             965            2,262             40              -
   1/19/05     Amherst / Millersport Hwy                   -           1,431            3,350             53              -
   1/19/05     Lancaster / Walden Ave                      -             528            1,244             26              -
   1/19/05     Tonawanda/HospitalityCentreWay              -           1,205            2,823             30              -
   1/19/05     Wheatfield / Niagara Falls Blv              -           1,130            2,649             35              -
   1/20/05     Oak Lawn / Southwest Hwy                    -           1,850            4,330            119              -
   2/25/05     Owings Mills / Reisterstown Rd              -             887            3,865             14              -
   4/26/05     Hoboken / 8th St                            -           3,963            9,290            359              -
    5/3/05     Bayville / 939 Route 9                      -           1,928            4,519             61              -
    5/3/05     Bricktown / Burnt Tavern Rd                 -           3,522            8,239             46              -
    5/3/05     JacksonTwnshp/N.County Line Rd              -           1,555            3,647             53              -
   5/16/05     Methuen / Pleasant Valley St                -           2,263            4,540            162              -
   5/19/05     Libertyville / Kelley Crt                   -           2,042            4,783             69              -
   5/19/05     Joliet / Essington                          -           1,434            3,367             88              -
   6/15/05     Atlanta/Howell Mill Rd NW                   -           1,864            4,363             54              -
   6/15/05     Smyrna / Herodian Way SE                    -           1,294            3,032             49              -
    7/7/05     Lithonia / Minola Dr                        -           1,273            2,985             70              -
   7/14/05     Kennesaw / Bells Ferry Rd NW                -           1,264            2,976            792              -
   7/28/05     Atlanta / Monroe Dr NE                      -           2,914            6,829            895              -
   8/11/05     Suwanee / Old Peachtree Rd NE               -           1,914            4,497            146              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
  10/14/04     Waukesha / Arcadian Ave                  1,667            4,131             5,798             771
  10/14/04     West Allis / W Lincoln Ave               1,391            3,382             4,773             602
  10/14/04     Garland / O'Banion Rd                      608            1,548             2,156             312
  10/14/04     Grand Prairie/ Hwy360                      944            2,332             3,276             452
  10/14/04     Duncanville/N Duncnvill                  1,525            3,915             5,440             826
  10/14/04     Lancaster/ W Pleasant                      995            2,412             3,407             474
  10/14/04     Mesquite / Oates Dr                        938            2,313             3,251             454
  10/14/04     Dallas / E NW Hwy                          944            2,316             3,260             457
  11/24/04     Pompano Beach/E. Sample                  1,621            3,901             5,522             688
  11/24/04     Davie / SW 41st St.                      2,466            5,937             8,403           1,061
  11/24/04     North Bay Village/Kennedy                3,274            7,842            11,116           1,350
  11/24/04     Miami / Biscayne Blvd                    3,537            8,388            11,925           1,455
  11/24/04     Miami Gardens/NW 57th St                 2,706            6,400             9,106           1,108
  11/24/04     Tamarac/ N University Dr                 2,579            6,134             8,713           1,063
  11/24/04     Miami / SW 31st Ave                     11,570           27,234            38,804           4,582
  11/24/04     Hialeah / W 20th Ave                     2,224            5,589             7,813           1,223
  11/24/04     Miami / SW 42nd St                       2,957            7,410            10,367           1,612
  11/24/04     Miami / SW 40th St                       2,932            7,368            10,300           1,605
  11/25/04     Carlsbad/CorteDelAbeto                   2,860            9,834            12,694           1,456
   1/19/05     Cheektowaga / William St                   964            2,303             3,267             508
   1/19/05     Amherst / Millersport Hwy                1,431            3,403             4,834             735
   1/19/05     Lancaster / Walden Ave                     528            1,270             1,798             281
   1/19/05     Tonawanda/HospitalityCentreWay           1,205            2,853             4,058             620
   1/19/05     Wheatfield / Niagara Falls Blv           1,130            2,684             3,814             585
   1/20/05     Oak Lawn / Southwest Hwy                 1,850            4,449             6,299             990
   2/25/05     Owings Mills / Reisterstown Rd             887            3,879             4,766             609
   4/26/05     Hoboken / 8th St                         3,962            9,650            13,612           1,948
    5/3/05     Bayville / 939 Route 9                   1,927            4,581             6,508             942
    5/3/05     Bricktown / Burnt Tavern Rd              3,521            8,286            11,807           1,685
    5/3/05     JacksonTwnshp/N.County Line Rd           1,554            3,701             5,255             764
   5/16/05     Methuen / Pleasant Valley St             2,263            4,702             6,965             690
   5/19/05     Libertyville / Kelley Crt                2,041            4,853             6,894             993
   5/19/05     Joliet / Essington                       1,434            3,455             4,889             716
   6/15/05     Atlanta/Howell Mill Rd NW                1,863            4,418             6,281             891
   6/15/05     Smyrna / Herodian Way SE                 1,293            3,082             4,375             624
    7/7/05     Lithonia / Minola Dr                     1,272            3,056             4,328             619
   7/14/05     Kennesaw / Bells Ferry Rd NW             1,264            3,768             5,032             694
   7/28/05     Atlanta / Monroe Dr NE                   2,913            7,725            10,638           1,439
   8/11/05     Suwanee / Old Peachtree Rd NE            1,913            4,644             6,557             921



                                       F-76


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
    9/8/05     Brandon / Providence Rd                     -           2,592            6,067             93              -
   9/15/05     Woodstock / Hwy 92                          -           1,251            2,935             60              -
   9/22/05     Charlotte / W. Arrowood Rd                  -           1,426            3,335           (197)             -
   10/5/05     Jacksonville Beach / Beach Bl               -           2,552            5,981            145              -
   10/5/05     Bronx / Brush Ave                           -           4,517           10,581             91              -
  10/11/05     Austin / E. Ben White Blvd                  -             213            3,461             16              -
  10/13/05     Deerfield Beach/S. Powerline R              -           3,365            7,874            137              -
  10/14/05     Cooper City / Sheridan St                   -           3,035            7,092             95              -
  10/20/05     Staten Island / Veterans Rd W.              -           3,599            8,430            157              -
  10/20/05     Pittsburg / LoveridgeCenter                 -           3,602            8,448             94              -
  10/21/05     Norristown / W.Main St                      -           1,465            4,818            273              -
   11/2/05     Miller Place / Route 25A                    -           2,757            6,459             99              -
  11/18/05     Miami / Biscayne Blvd (Omni)                -           7,434           17,268            117              -
   12/1/05     Manchester / Taylor St                      -           1,305            3,029            161              -
   12/7/05     Buffalo Grove/E. Aptakisic Rd               -           1,986            4,635             94              -
  12/13/05     Lorton / Pohick Rd & I95                    -           1,167            4,582            343              -
  12/16/05     Pico Rivera / Washington Blvd               -           4,719           11,012             76              -
  12/27/05     Queens Village / Jamaica Ave                -           3,409            5,494             35              -
    1/1/06     Costa Mesa / Placentia-A                    -             275              754             21              -
    1/1/06     Van Nuys / Sepulveda-A                      -             497              886             60              -
    1/1/06     Pico Rivera / Beverly                       -             303              865             10              -
    1/1/06     San Dimas                                   -             222            1,505             71              -
    1/1/06     Long Beach / Cherry Ave                     -             801            1,723          2,754              -
    1/1/06     E.LA / Valley Blvd                          -             670            1,845             57              -
    1/1/06     Glendale / Eagle Rock Blvd                  -           1,240            1,831             29              -
    1/1/06     N. Pasadena / Lincoln Ave                   -             357              535             28              -
    1/1/06     Crossroads Pkwy/ 605 & 60 Fwys              -             146              773             24              -
    1/1/06     Fremont / Enterprise                        -             122              727            145              -
    1/1/06     Milpitas/Montague I &Watson Ct              -             212              607            112              -
    1/1/06     Wilmington                                  -             890            1,345             50              -
    1/1/06     Sun Valley / Glenoaks                       -             359              616             17              -
    1/1/06     Corona                                      -             169              722             12              -
    1/1/06     Norco                                       -             106              410             39              -
    1/1/06     N. Hollywood / Vanowen                      -             343              567             19              -
    1/5/06     Norfolk/Widgeon Rd. (Liberty)               -           1,328            3,125             32              -
   1/11/06     Goleta/Hollister&Stork                  4,284           2,873            6,788            110              -
   2/15/06     RockvilleCtr/Sunrs(StrQtr2/15               -           1,813            4,264          1,398              -
   3/16/06     Deerfield/S. Pfingsten Rd.                  -           1,953            4,569            123              -
   3/28/06     Pembroke Pines/S. Douglas Rd.               -           3,008            7,018            100              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
    9/8/05     Brandon / Providence Rd                  2,591            6,161             8,752           1,174
   9/15/05     Woodstock / Hwy 92                       1,250            2,996             4,246             575
   9/22/05     Charlotte / W. Arrowood Rd               1,153            3,411             4,564             630
   10/5/05     Jacksonville Beach / Beach Bl            2,552            6,126             8,678           1,143
   10/5/05     Bronx / Brush Ave                        4,516           10,673            15,189           1,984
  10/11/05     Austin / E. Ben White Blvd                 213            3,477             3,690             404
  10/13/05     Deerfield Beach/S. Powerline R           3,364            8,012            11,376           1,488
  10/14/05     Cooper City / Sheridan St                3,034            7,188            10,222           1,322
  10/20/05     Staten Island / Veterans Rd W.           3,598            8,588            12,186           1,580
  10/20/05     Pittsburg / LoveridgeCenter              3,601            8,543            12,144           1,567
  10/21/05     Norristown / W.Main St                   1,465            5,091             6,556             658
   11/2/05     Miller Place / Route 25A                 2,757            6,558             9,315           1,989
  11/18/05     Miami / Biscayne Blvd (Omni)             7,432           17,387            24,819           3,122
   12/1/05     Manchester / Taylor St                   1,305            3,190             4,495             594
   12/7/05     Buffalo Grove/E. Aptakisic Rd            1,986            4,729             6,715             848
  12/13/05     Lorton / Pohick Rd & I95                 1,184            4,908             6,092             619
  12/16/05     Pico Rivera / Washington Blvd            4,718           11,089            15,807           1,969
  12/27/05     Queens Village / Jamaica Ave             3,409            5,529             8,938             720
    1/1/06     Costa Mesa / Placentia-A                   275              775             1,050              97
    1/1/06     Van Nuys / Sepulveda-A                     497              946             1,443             135
    1/1/06     Pico Rivera / Beverly                      303              875             1,178              88
    1/1/06     San Dimas                                  222            1,576             1,798             253
    1/1/06     Long Beach / Cherry Ave                    801            4,477             5,278             137
    1/1/06     E.LA / Valley Blvd                         685            1,887             2,572             351
    1/1/06     Glendale / Eagle Rock Blvd               1,240            1,860             3,100             459
    1/1/06     N. Pasadena / Lincoln Ave                  357              563               920              91
    1/1/06     Crossroads Pkwy/ 605 & 60 Fwys             146              797               943             132
    1/1/06     Fremont / Enterprise                       122              872               994             106
    1/1/06     Milpitas/Montague I &Watson Ct             212              719               931              73
    1/1/06     Wilmington                                 890            1,395             2,285             193
    1/1/06     Sun Valley / Glenoaks                      359              633               992              89
    1/1/06     Corona                                     169              734               903              56
    1/1/06     Norco                                      106              449               555              15
    1/1/06     N. Hollywood / Vanowen                     343              586               929              77
    1/5/06     Norfolk/Widgeon Rd. (Liberty)            1,328            3,157             4,485             537
   1/11/06     Goleta/Hollister&Stork                   2,873            6,898             9,771           1,172
   2/15/06     RockvilleCtr/Sunrs(StrQtr2/15            1,813            5,662             7,475             910
   3/16/06     Deerfield/S. Pfingsten Rd.               1,953            4,692             6,645             784
   3/28/06     Pembroke Pines/S. Douglas Rd.            3,008            7,118            10,126           1,165



                                       F-77


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   3/30/06     Miami/SW 24th Ave.                          -           4,272            9,969            114              -
   3/31/06     San Diego/MiraMesa&PacHts                   -           2,492            7,127             18              -
    5/1/06     Wilmington/Kirkwood Hwy                     -           1,572            3,672             92              -
    5/1/06     Jupiter/5100 Military Trail                 -           4,397           10,266             65              -
    5/1/06     Neptune/Neptune Blvd.                       -           3,240            7,564            108              -
   5/15/06     Suwanee/Peachtree Pkwy                      -           2,483            5,799             46              -
   5/26/06     Honolulu/Kapiolani&Kamake                   -           9,329           20,400            (68)             -
    6/6/06     Tampa/30th St                               -           2,283            5,337            101              -
   6/22/06     Centennial/S. Parker Rd.                    -           1,786            4,173             44              -
    7/1/06     Brooklyn/Knapp St                           -           6,701            5,088           (146)             -
   8/22/06     Scottsdale North                            -           5,037           14,000            189              -
   8/22/06     Dobson Ranch                                -           1,896            5,065            105              -
   8/22/06     Scottsdale Air Park                         -           1,560            7,060             24              -
   8/22/06     Shea                                        -           2,271            6,402             42              -
   8/22/06     Collonade Mall                              -               -            3,569             49              -
   8/22/06     Union Hills                                 -           2,618            5,357             44              -
   8/22/06     Speedway                                    -           1,921            6,105            136              -
   8/22/06     Mill Avenue                                 -             621            2,447             74              -
   8/22/06     Cooper Road                                 -           2,378            3,970             65              -
   8/22/06     Desert Sky                                  -           1,603            4,667             54              -
   8/22/06     Tanque Verde Road                           -           1,636            3,714             26              -
   8/22/06     Oro Valley                                  -           1,729            6,158             41              -
   8/22/06     Sunnyvale                                   -           5,647           16,555             49              -
   8/22/06     El Cerito                                   -           2,002            8,710             62              -
   8/22/06     Westwood                                    -           7,826           13,848            117              -
   8/22/06     El Cajon                                    -           7,490           13,341          1,125              -
   8/22/06     Santa Ana                                   -          12,432           10,961            651              -
   8/22/06     Culver City / 405 & Jefferson               -           3,689           14,555            128              -
   8/22/06     Solana Beach                                -               -           11,163            197              -
   8/22/06     Huntington Beach                            -           3,914           11,064             74              -
   8/22/06     Ontario                                     -           2,904            5,762            189              -
   8/22/06     Orange                                      -           2,421            9,184             69              -
   8/22/06     Daly City                                   -           4,034           13,280            826              -
   8/22/06     Castro Valley                               -           3,682            5,986            178              -
   8/22/06     Newark                                      -           3,550            6,512             34              -
   8/22/06     Sacramento                                  -           1,864            4,399             19              -
   8/22/06     San Leandro                                 -           2,979            4,776             60              -
   8/22/06     San Lorenzo                                 -           1,842            4,387             68              -
   8/22/06     Tracy                                       -             959            3,791             30              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   3/30/06     Miami/SW 24th Ave.                       4,272           10,083            14,355           1,636
   3/31/06     San Diego/MiraMesa&PacHts                2,492            7,145             9,637             780
    5/1/06     Wilmington/Kirkwood Hwy                  1,572            3,764             5,336             585
    5/1/06     Jupiter/5100 Military Trail              4,397           10,331            14,728           1,620
    5/1/06     Neptune/Neptune Blvd.                    3,240            7,672            10,912           1,201
   5/15/06     Suwanee/Peachtree Pkwy                   2,483            5,845             8,328             915
   5/26/06     Honolulu/Kapiolani&Kamake                9,329           20,332            29,661           2,073
    6/6/06     Tampa/30th St                            2,283            5,438             7,721             843
   6/22/06     Centennial/S. Parker Rd.                 1,786            4,217             6,003             649
    7/1/06     Brooklyn/Knapp St                        6,701            4,942            11,643             497
   8/22/06     Scottsdale North                         5,037           14,189            19,226           1,420
   8/22/06     Dobson Ranch                             1,896            5,170             7,066             513
   8/22/06     Scottsdale Air Park                      1,560            7,084             8,644             701
   8/22/06     Shea                                     2,271            6,444             8,715             640
   8/22/06     Collonade Mall                               -            3,618             3,618             359
   8/22/06     Union Hills                              2,618            5,401             8,019             536
   8/22/06     Speedway                                 1,921            6,241             8,162             623
   8/22/06     Mill Avenue                                621            2,521             3,142             259
   8/22/06     Cooper Road                              2,378            4,035             6,413             407
   8/22/06     Desert Sky                               1,603            4,721             6,324             472
   8/22/06     Tanque Verde Road                        1,636            3,740             5,376             372
   8/22/06     Oro Valley                               1,729            6,199             7,928             616
   8/22/06     Sunnyvale                                5,647           16,604            22,251           1,639
   8/22/06     El Cerito                                2,002            8,772            10,774             871
   8/22/06     Westwood                                 7,826           13,965            21,791           1,387
   8/22/06     El Cajon                                 7,490           14,466            21,956           1,501
   8/22/06     Santa Ana                               12,432           11,612            24,044           1,180
   8/22/06     Culver City / 405 & Jefferson            3,689           14,683            18,372           1,454
   8/22/06     Solana Beach                                 -           11,360            11,360           1,140
   8/22/06     Huntington Beach                         3,914           11,138            15,052           1,105
   8/22/06     Ontario                                  2,904            5,951             8,855             618
   8/22/06     Orange                                   2,421            9,253            11,674             916
   8/22/06     Daly City                                4,034           14,106            18,140           1,416
   8/22/06     Castro Valley                            3,682            6,164             9,846             605
   8/22/06     Newark                                   3,550            6,546            10,096             649
   8/22/06     Sacramento                               1,864            4,418             6,282             439
   8/22/06     San Leandro                              2,979            4,836             7,815             479
   8/22/06     San Lorenzo                              1,842            4,455             6,297             446
   8/22/06     Tracy                                      959            3,821             4,780             382



                                       F-78



                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Aliso Viejo                                 -           6,640           11,486             53              -
   8/22/06     Alicia Parkway                              -           5,669           12,680            364              -
   8/22/06     Capitol Expressway                          -               -            3,970             19              -
   8/22/06     Vista Park-Land Lease                       -               -                -             77              -
   8/22/06     Oakley                                      -           2,419            5,452            100              -
   8/22/06     Livermore                                   -           2,972            6,816             41              -
   8/22/06     Sand City (Monterey)                        -           2,563            8,291             28              -
   8/22/06     Tracy II                                    -           1,762            4,487             74              -
   8/22/06     SF-Evans                                    -           3,966            7,487            298              -
   8/22/06     Natomas                                     -           1,302            5,063             35              -
   8/22/06     Presidio                                    -               -                -            311              -
   8/22/06     Golden / 6th & Simms                        -             853            2,817             82              -
   8/22/06     Littleton / Hampden - South                 -           1,040            2,261             25              -
   8/22/06     Margate                                     -           3,482            5,742            126              -
   8/22/06     Delray Beach                                -           3,546            7,076             69              -
   8/22/06     Lauderhill                                  -           2,807            6,668             96              -
   8/22/06     Roswell                                     -             908            3,308            142              -
   8/22/06     Morgan Falls                                -           3,229            7,844             52              -
   8/22/06     Norcross                                    -             724            2,197            107              -
   8/22/06     Stone Mountain                              -             500            2,055             93              -
   8/22/06     Tucker                                      -             731            2,664             42              -
   8/22/06     Forest Park                                 -             502            1,731             91              -
   8/22/06     Clairmont Road                              -             804            2,345             65              -
   8/22/06     Gwinnett Place                              -           1,728            3,982             38              -
   8/22/06     Perimeter Center                            -           3,414            8,283             38              -
   8/22/06     Peachtree Industrial Blvd.                  -           2,443            6,682             41              -
   8/22/06     Satellite Blvd                              -           1,940            3,907             63              -
   8/22/06     Hillside                                    -           1,949            3,611             97              -
   8/22/06     Orland Park                                 -           2,977            5,443            131              -
   8/22/06     Bolingbrook / Brook Ct                      -           1,342            2,133             35              -
   8/22/06     Wheaton                                     -           1,531            5,584             55              -
   8/22/06     Lincolnwood  / Touhy                        -             700            3,307             42              -
   8/22/06     Niles                                       -             826            1,473             55              -
   8/22/06     Berwyn                                      -             728            5,310            104              -
   8/22/06     Chicago Hts / N Western                     -           1,367            3,359             89              -
   8/22/06     River West                                  -             296            2,443             71              -
   8/22/06     Fullerton (IL)                              -           1,369            6,500            228              -
   8/22/06     Glenview West                               -           1,283            2,621             79              -
   8/22/06     Glendale  / Keystone Ave.                   -           1,733            3,958             89              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     Aliso Viejo                              6,640           11,539            18,179           1,143
   8/22/06     Alicia Parkway                           5,669           13,044            18,713           1,351
   8/22/06     Capitol Expressway                           -            3,989             3,989             395
   8/22/06     Vista Park-Land Lease                        -               77                77              13
   8/22/06     Oakley                                   2,419            5,552             7,971             567
   8/22/06     Livermore                                2,972            6,857             9,829             682
   8/22/06     Sand City (Monterey)                     2,563            8,319            10,882             823
   8/22/06     Tracy II                                 1,762            4,561             6,323             459
   8/22/06     SF-Evans                                 3,966            7,785            11,751             814
   8/22/06     Natomas                                  1,302            5,098             6,400             507
   8/22/06     Presidio                                     -              311               311              39
   8/22/06     Golden / 6th & Simms                       853            2,899             3,752             291
   8/22/06     Littleton / Hampden - South              1,040            2,286             3,326             229
   8/22/06     Margate                                  3,482            5,868             9,350             597
   8/22/06     Delray Beach                             3,546            7,145            10,691             710
   8/22/06     Lauderhill                               2,807            6,764             9,571             684
   8/22/06     Roswell                                    908            3,450             4,358             358
   8/22/06     Morgan Falls                             3,229            7,896            11,125             782
   8/22/06     Norcross                                   724            2,304             3,028             236
   8/22/06     Stone Mountain                             500            2,148             2,648             214
   8/22/06     Tucker                                     731            2,706             3,437             274
   8/22/06     Forest Park                                502            1,822             2,324             190
   8/22/06     Clairmont Road                             804            2,410             3,214             246
   8/22/06     Gwinnett Place                           1,728            4,020             5,748             402
   8/22/06     Perimeter Center                         3,414            8,321            11,735             824
   8/22/06     Peachtree Industrial Blvd.               2,443            6,723             9,166             667
   8/22/06     Satellite Blvd                           1,940            3,970             5,910             401
   8/22/06     Hillside                                 1,949            3,708             5,657             384
   8/22/06     Orland Park                              2,977            5,574             8,551             571
   8/22/06     Bolingbrook / Brook Ct                   1,342            2,168             3,510             220
   8/22/06     Wheaton                                  1,531            5,639             7,170             562
   8/22/06     Lincolnwood  / Touhy                       700            3,349             4,049             336
   8/22/06     Niles                                      826            1,528             2,354             157
   8/22/06     Berwyn                                     728            5,414             6,142             550
   8/22/06     Chicago Hts / N Western                  1,367            3,448             4,815             348
   8/22/06     River West                                 296            2,514             2,810             258
   8/22/06     Fullerton (IL)                           1,369            6,728             8,097             699
   8/22/06     Glenview West                            1,283            2,700             3,983             278
   8/22/06     Glendale  / Keystone Ave.                1,733            4,047             5,780             404



                                       F-79


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     College Park / W. 86th St.                  -           1,381            2,669             51              -
   8/22/06     Carmel / N. Range Line Rd.                  -           2,580            5,025            103              -
   8/22/06     Geogetown / Georgetown Rd.                  -           1,263            4,224             30              -
   8/22/06     Fishers / Allisonville Rd.                  -           2,106            3,629            148              -
   8/22/06     Castleton / Corporate Dr.                   -             914            2,465            107              -
   8/22/06     Geist / Fitness Lane                        -           2,133            3,718             70              -
   8/22/06     Indianapolis / E. 6nd St.                   -             444            2,141             35              -
   8/22/06     Suitland                                    -           2,337            5,799            129              -
   8/22/06     Gaithersburg                                -           4,239            8,516            139              -
   8/22/06     Germantown                                  -           2,057            4,510             79              -
   8/22/06     Briggs Chaney                               -           2,073            2,802            (10)             -
   8/22/06     Oxon Hill                                   -           1,557            3,971             54              -
   8/22/06     Frederick / Thomas Johnson Dr               -           1,811            2,695            149              -
   8/22/06     Clinton                                     -           2,728            5,363             78              -
   8/22/06     Reisterstown                                -             833            2,035             77              -
   8/22/06     Plymouth                                    -           2,018            4,415             68              -
   8/22/06     23014 Madison Heights                       -           2,354            4,391            155              -
   8/22/06     Ann Arbor                                   -           1,921            4,068             46              -
   8/22/06     Canton                                      -             710            4,287            103              -
   8/22/06     23021 Fraser                                -           2,026            5,393             86              -
   8/22/06     Livonia                                     -           1,849            3,860             34              -
   8/22/06     23023 Sterling Heights                      -           2,996            5,358            116              -
   8/22/06     23024 Warren                                -           3,345            7,004             25              -
   8/22/06     23025 Rochester                             -           1,876            3,032             82              -
   8/22/06     Taylor                                      -           1,635            4,808             98              -
   8/22/06     Jackson                                     -             442            1,756            103              -
   8/22/06     23032 Troy(Satellite of 08100)              -           1,237            2,093             43              -
   8/22/06     23034 Rochester Hills                       -           1,780            4,559             35              -
   8/22/06     23037 Auburn Hills                          -           1,888            3,017            101              -
   8/22/06     23039 Flint South                           -             543            3,068             70              -
   8/22/06     23040 Troy - Maple                          -           2,570            5,775             23              -
   8/22/06     Matawan                                     -           4,282            7,813            322              -
   8/22/06     Marlboro                                    -           2,214            5,868             98              -
   8/22/06     Voorhees                                    -           2,705            5,486             32              -
   8/22/06     Dover/Rockaway                              -           3,395            5,327             49              -
   8/22/06     Marlton                                     -           1,635            2,273             53              -
   8/22/06     West Paterson                               -             701            5,689             96              -
   8/22/06     Yonkers                                     -           4,473            9,925            922              -
   8/22/06     Van Dam Street                              -           3,527            6,935          2,469              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     College Park / W. 86th St.               1,381            2,720             4,101             277
   8/22/06     Carmel / N. Range Line Rd.               2,580            5,128             7,708             509
   8/22/06     Geogetown / Georgetown Rd.               1,263            4,254             5,517             422
   8/22/06     Fishers / Allisonville Rd.               2,106            3,777             5,883             382
   8/22/06     Castleton / Corporate Dr.                  914            2,572             3,486             261
   8/22/06     Geist / Fitness Lane                     2,133            3,788             5,921             376
   8/22/06     Indianapolis / E. 6nd St.                  444            2,176             2,620             220
   8/22/06     Suitland                                 2,337            5,928             8,265             594
   8/22/06     Gaithersburg                             4,239            8,655            12,894             862
   8/22/06     Germantown                               2,057            4,589             6,646             460
   8/22/06     Briggs Chaney                            2,024            2,841             4,865             285
   8/22/06     Oxon Hill                                1,557            4,025             5,582             405
   8/22/06     Frederick / Thomas Johnson Dr            1,811            2,844             4,655             292
   8/22/06     Clinton                                  2,728            5,441             8,169             547
   8/22/06     Reisterstown                               833            2,112             2,945             215
   8/22/06     Plymouth                                 2,018            4,483             6,501             453
   8/22/06     23014 Madison Heights                    2,354            4,546             6,900             474
   8/22/06     Ann Arbor                                1,921            4,114             6,035             409
   8/22/06     Canton                                     710            4,390             5,100             438
   8/22/06     23021 Fraser                             2,026            5,479             7,505             550
   8/22/06     Livonia                                  1,849            3,894             5,743             387
   8/22/06     23023 Sterling Heights                   2,996            5,474             8,470             543
   8/22/06     23024 Warren                             3,345            7,029            10,374             695
   8/22/06     23025 Rochester                          1,876            3,114             4,990             311
   8/22/06     Taylor                                   1,635            4,906             6,541             488
   8/22/06     Jackson                                    442            1,859             2,301             188
   8/22/06     23032 Troy(Satellite of 08100)           1,237            2,136             3,373             214
   8/22/06     23034 Rochester Hills                    1,780            4,594             6,374             458
   8/22/06     23037 Auburn Hills                       1,888            3,118             5,006             307
   8/22/06     23039 Flint South                          543            3,138             3,681             314
   8/22/06     23040 Troy - Maple                       2,570            5,798             8,368             574
   8/22/06     Matawan                                  4,282            8,135            12,417             787
   8/22/06     Marlboro                                 2,214            5,966             8,180             598
   8/22/06     Voorhees                                 2,705            5,518             8,223             547
   8/22/06     Dover/Rockaway                           3,395            5,376             8,771             531
   8/22/06     Marlton                                  1,635            2,326             3,961             239
   8/22/06     West Paterson                              701            5,785             6,486             575
   8/22/06     Yonkers                                  4,473           10,847            15,320           1,063
   8/22/06     Van Dam Street                           3,527            9,404            12,931             967



                                       F-80


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Northern Blvd                               -           5,373            9,970          2,392              -
   8/22/06     Gold Street                                 -           6,747           16,544          2,458              -
   8/22/06     Utica Avenue                                -           7,746           13,063            997              -
   8/22/06     Melville                                    -           4,659            6,572            123              -
   8/22/06     Westgate                                    -             697            1,211             91              -
   8/22/06     Capital Boulevard                           -             757            1,681             88              -
   8/22/06     Cary                                        -           1,145            5,104            140              -
   8/22/06     Garner                                      -             529            1,211             69              -
   8/22/06     Morrisville                                 -             703            1,880            100              -
   8/22/06     Atlantic Avenue                             -           1,693            6,293             37              -
   8/22/06     Friendly Avenue                             -           1,169            3,043             81              -
   8/22/06     Glenwood Avenue                             -           1,689            4,948             73              -
   8/22/06     Poole Road                                  -           1,271            2,919             36              -
   8/22/06     South Raleigh                               -             800            2,219             40              -
   8/22/06     Wendover                                    -           2,891            7,656            105              -
   8/22/06     Beaverton / Hwy 217 & Allen Bl              -           2,130            3,908             57              -
   8/22/06     Gresham / Hogan Rd                          -           1,957            4,438            145              -
   8/22/06     Hillsboro / TV Hwy & 30th St                -           3,095            8,504             30              -
   8/22/06     Westchester                                 -               -            5,735            110              -
   8/22/06     Airport                                     -           4,597            8,728            185              -
   8/22/06     Oxford Valley                               -           2,430            5,365             72              -
   8/22/06     Valley Forge                                -               -                -             65              -
   8/22/06     Jenkintown                                  -               -                -             21              -
   8/22/06     Burke                                       -           2,522            4,019             24              -
   8/22/06     Midlothian Turnpike                         -           1,978            3,244             78              -
   8/22/06     South Military Highway                      -           1,611            2,903             32              -
   8/22/06     Newport News North                          -           2,073            4,067             47              -
   8/22/06     Virginia Beach Blvd.                        -           2,743            4,786             90              -
   8/22/06     Bayside                                     -           1,570            2,708             31              -
   8/22/06     Chesapeake                                  -           1,507            4,296             35              -
   8/22/06     Leesburg                                    -           1,935            2,485             31              -
   8/22/06     Dale City                                   -           1,885            3,335            101              -
   8/22/06     Gainesville                                 -           1,377            2,046             51              -
   8/22/06     Charlottesville                             -           1,481            2,397             62              -
   8/22/06     Laskin Road                                 -           1,448            2,634             44              -
   8/22/06     Holland Road                                -           1,565            2,227             88              -
   8/22/06     Princess Anne Road                          -           1,479            2,766             32              -
   8/22/06     Cedar Road                                  -           1,138            2,083             47              -
   8/22/06     Crater Road                                 -           1,497            2,266             87              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     Northern Blvd                            5,373           12,362            17,735           1,286
   8/22/06     Gold Street                              6,747           19,002            25,749           1,969
   8/22/06     Utica Avenue                             7,746           14,060            21,806           1,373
   8/22/06     Melville                                 4,659            6,695            11,354             673
   8/22/06     Westgate                                   697            1,302             1,999             139
   8/22/06     Capital Boulevard                          757            1,769             2,526             179
   8/22/06     Cary                                     1,145            5,244             6,389             527
   8/22/06     Garner                                     529            1,280             1,809             132
   8/22/06     Morrisville                                703            1,980             2,683             203
   8/22/06     Atlantic Avenue                          1,693            6,330             8,023             629
   8/22/06     Friendly Avenue                          1,169            3,124             4,293             315
   8/22/06     Glenwood Avenue                          1,689            5,021             6,710             505
   8/22/06     Poole Road                               1,271            2,955             4,226             296
   8/22/06     South Raleigh                              800            2,259             3,059             229
   8/22/06     Wendover                                 2,891            7,761            10,652             771
   8/22/06     Beaverton / Hwy 217 & Allen Bl           2,130            3,965             6,095             399
   8/22/06     Gresham / Hogan Rd                       1,957            4,583             6,540             452
   8/22/06     Hillsboro / TV Hwy & 30th St             3,095            8,534            11,629             845
   8/22/06     Westchester                                  -            5,845             5,845             582
   8/22/06     Airport                                  4,597            8,913            13,510             887
   8/22/06     Oxford Valley                            2,430            5,437             7,867             542
   8/22/06     Valley Forge                                 -               65                65              11
   8/22/06     Jenkintown                                   -               21                21               5
   8/22/06     Burke                                    2,522            4,043             6,565             402
   8/22/06     Midlothian Turnpike                      1,978            3,322             5,300             332
   8/22/06     South Military Highway                   1,611            2,935             4,546             295
   8/22/06     Newport News North                       2,073            4,114             6,187             413
   8/22/06     Virginia Beach Blvd.                     2,743            4,876             7,619             489
   8/22/06     Bayside                                  1,570            2,739             4,309             275
   8/22/06     Chesapeake                               1,507            4,331             5,838             432
   8/22/06     Leesburg                                 1,935            2,516             4,451             253
   8/22/06     Dale City                                1,885            3,436             5,321             351
   8/22/06     Gainesville                              1,377            2,097             3,474             213
   8/22/06     Charlottesville                          1,481            2,459             3,940             251
   8/22/06     Laskin Road                              1,448            2,678             4,126             272
   8/22/06     Holland Road                             1,565            2,315             3,880             237
   8/22/06     Princess Anne Road                       1,479            2,798             4,277             280
   8/22/06     Cedar Road                               1,138            2,130             3,268             217
   8/22/06     Crater Road                              1,497            2,353             3,850             243



                                       F-81


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Temple                                      -             993            2,231             69              -
   8/22/06     Jefferson Davis Hwy                         -             954            2,156             32              -
   8/22/06     McLean                                      -               -            8,815             80              -
   8/22/06     Burke Centre                                -           4,756            8,705             27              -
   8/22/06     Fordson                                     -           3,063            5,235             39              -
   8/22/06     Fullerton                                   -           4,199            8,867            136              -
   8/22/06     Telegraph                                   -           2,183            4,467             62              -
   8/22/06     Mt Vernon                                   -           4,876           11,544             39              -
   8/22/06     Bellingham                                  -           2,160            4,340             61              -
   8/22/06     Everett Central                             -           2,137            4,342             44              -
   8/22/06     Tacoma / Highland Hills                     -           2,647            5,533            148              -
   8/22/06     Edmonds                                     -           5,883           10,514             31              -
   8/22/06     Kirkland 124th                              -           2,827            5,031            184              -
   8/22/06     Woodinville                                 -           2,603            5,723             59              -
   8/22/06     Burien / Des Moines                         -           3,063            5,952            142              -
   8/22/06     SeaTac                                      -           2,439            4,623            413              -
   8/22/06     Southcenter-Satellite of 08251              -           2,054            3,665            143              -
   8/22/06     Puyallup / Canyon Rd                        -           1,123            1,940             24              -
   8/22/06     Puyallup / South Hill                       -           1,567            2,610            125              -
   8/22/06     Queen Anne/Magnolia                         -           3,191           11,723            107              -
   8/22/06     Kennydale                                   -           3,424            7,799            116              -
   8/22/06     Bellefield                                  -           3,019            5,541             48              -
   8/22/06     Factoria Square                             -           3,431            8,891             74              -
   8/22/06     Auburn / 16th Ave                           -           2,491            4,716            120              -
   8/22/06     East Bremerton                              -           1,945            5,203             88              -
   8/22/06     Port Orchard                                -           1,144            2,885             54              -
   8/22/06     West Seattle                                -           3,573            8,711             44              -
   8/22/06     Vancouver / Salmon Creek                    -           2,667            5,597             90              -
   8/22/06     West Bremerton                              -           1,778            3,067             17              -
   8/22/06     Kent / 132nd                                -           1,806            3,880             30              -
   8/22/06     Lacey / Martin Way & Marvin Rd              -           1,211            2,162             25              -
   8/22/06     Lynwood / Hwy 9 & 189th St SW               -           2,172            3,518             77              -
   8/22/06     W Olympia / Black Lake Blvd II              -           1,295            2,300             34              -
   8/22/06     Parkland / A St                             -           1,855            3,819             99              -
   8/22/06     Lake Union                                  -           7,586           11,024          2,403              -
   8/22/06     Bellevue / 122nd                            -           9,552           21,891            573              -
   8/22/06     Gig Harbor/Olympic & Soundview              -           1,762            3,196             68              -
   8/22/06     Seattle /Ballinger Way & 205th              -               -            7,098             33              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     Temple                                     993            2,300             3,293             238
   8/22/06     Jefferson Davis Hwy                        954            2,188             3,142             222
   8/22/06     McLean                                       -            8,895             8,895           3,669
   8/22/06     Burke Centre                             4,756            8,732            13,488             864
   8/22/06     Fordson                                  3,063            5,274             8,337             525
   8/22/06     Fullerton                                4,199            9,003            13,202             894
   8/22/06     Telegraph                                2,183            4,529             6,712             454
   8/22/06     Mt Vernon                                4,876           11,583            16,459           1,143
   8/22/06     Bellingham                               2,160            4,401             6,561             442
   8/22/06     Everett Central                          2,137            4,386             6,523             437
   8/22/06     Tacoma / Highland Hills                  2,647            5,681             8,328             569
   8/22/06     Edmonds                                  5,883           10,545            16,428           1,043
   8/22/06     Kirkland 124th                           2,827            5,215             8,042             528
   8/22/06     Woodinville                              2,603            5,782             8,385             578
   8/22/06     Burien / Des Moines                      3,063            6,094             9,157             605
   8/22/06     SeaTac                                   2,439            5,036             7,475             532
   8/22/06     Southcenter-Satellite of 08251           2,054            3,808             5,862             382
   8/22/06     Puyallup / Canyon Rd                     1,123            1,964             3,087             195
   8/22/06     Puyallup / South Hill                    1,567            2,735             4,302             275
   8/22/06     Queen Anne/Magnolia                      3,191           11,830            15,021           1,175
   8/22/06     Kennydale                                3,424            7,915            11,339             785
   8/22/06     Bellefield                               3,019            5,589             8,608             555
   8/22/06     Factoria Square                          3,431            8,965            12,396             892
   8/22/06     Auburn / 16th Ave                        2,491            4,836             7,327             479
   8/22/06     East Bremerton                           1,945            5,291             7,236             526
   8/22/06     Port Orchard                             1,144            2,939             4,083             295
   8/22/06     West Seattle                             3,573            8,755            12,328             867
   8/22/06     Vancouver / Salmon Creek                 2,667            5,687             8,354             567
   8/22/06     West Bremerton                           1,778            3,084             4,862             306
   8/22/06     Kent / 132nd                             1,806            3,910             5,716             389
   8/22/06     Lacey / Martin Way & Marvin Rd           1,211            2,187             3,398             219
   8/22/06     Lynwood / Hwy 9 & 189th St SW            2,172            3,595             5,767             361
   8/22/06     W Olympia / Black Lake Blvd II           1,295            2,334             3,629             234
   8/22/06     Parkland / A St                          1,855            3,918             5,773             392
   8/22/06     Lake Union                               7,586           13,427            21,013           1,192
   8/22/06     Bellevue / 122nd                         9,552           22,464            32,016           2,194
   8/22/06     Gig Harbor/Olympic & Soundview           1,762            3,264             5,026             327
   8/22/06     Seattle /Ballinger Way & 205th               -            7,131             7,131             705



                                       F-82


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Scottsdale South                            -           2,377            3,524            173              -
   8/22/06     Phoenix                                     -           2,516            5,638            143              -
   8/22/06     Chandler                                    -           2,910            5,460             53              -
   8/22/06     Phoenix East                                -           1,524            5,151            119              -
   8/22/06     Mesa                                        -           1,604            4,434            154              -
   8/22/06     Union City                                  -           1,905            3,091          4,974              -
   8/22/06     La Habra                                    -           5,439           10,239            104              -
   8/22/06     Palo Alto                                   -           4,259            6,362             90              -
   8/22/06     Kearney - Balboa                            -           4,565           11,584            202              -
   8/22/06     South San Francisco                         -           1,593            4,995            190              -
   8/22/06     Mountain View                               -           1,505            3,839             33              -
   8/22/06     Denver / Tamarac II                         -             666            1,109             71              -
   8/22/06     Littleton / Windermere I                    -           2,214            4,186            159              -
   8/22/06     Thornton / Quivas                           -             547            1,439             82              -
   8/22/06     Northglenn / Irma Dr.                       -           1,579            3,716          1,990              -
   8/22/06     Oakland Park                                -           8,821           20,512          1,184              -
   8/22/06     Seminole                                    -           1,821            3,817             86              -
   8/22/06     Military Trail                              -           6,514           10,965            293              -
   8/22/06     Blue Heron                                  -           8,121           11,641            262              -
   8/22/06     Alsip / 127th St                            -           1,891            3,414             75              -
   8/22/06     Dolton                                      -           1,784            4,508             41              -
   8/22/06     Lombard / 330 W North Ave                   -           1,506            2,596            231              -
   8/22/06     Rolling Meadows / Rohlwing                  -           1,839            3,620             95              -
   8/22/06     Schaumburg / Hillcrest Blvd                 -           1,732            4,026             49              -
   8/22/06     Bridgeview                                  -           1,396            3,651            119              -
   8/22/06     Willowbrook                                 -           1,730            3,355             93              -
   8/22/06     Lisle                                       -           1,967            3,525             83              -
   8/22/06     Laurel                                      -           1,323            2,577             70              -
   8/22/06     Crofton                                     -           1,373            3,377             72              -
   8/22/06     Lansing                                     -             114            1,126             77              -
   8/22/06     Southfield                                  -           4,181            6,338             69              -
   8/22/06     23006 Troy - Oakland Mall                   -           2,281            4,953             50              -
   8/22/06     Walled Lake                                 -           2,788            4,784             70              -
   8/22/06     Salem / Lancaster                           -           2,036            4,827             72              -
   8/22/06     Tigard / King City                          -           1,959            7,189             70              -
   8/22/06     Portland / SE 82nd Ave                      -           1,519            4,390             43              -
   8/22/06     Beaverton/HWY 217 & Denny Rd E              -           3,294            7,186             87              -
   8/22/06     Beaverton / Cornell Rd                      -           1,869            3,814             20              -
   8/22/06     Fairfax                                     -           6,895           10,006            104              -
   8/22/06     Falls Church                                -           2,488           15,341             47              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     Scottsdale South                         2,377            3,697             6,074             369
   8/22/06     Phoenix                                  2,516            5,781             8,297             578
   8/22/06     Chandler                                 2,910            5,513             8,423             546
   8/22/06     Phoenix East                             1,524            5,270             6,794             528
   8/22/06     Mesa                                     1,604            4,588             6,192             461
   8/22/06     Union City                               1,905            8,065             9,970             658
   8/22/06     La Habra                                 5,439           10,343            15,782           1,025
   8/22/06     Palo Alto                                4,259            6,452            10,711             642
   8/22/06     Kearney - Balboa                         4,565           11,786            16,351           1,187
   8/22/06     South San Francisco                      1,593            5,185             6,778             536
   8/22/06     Mountain View                            1,505            3,872             5,377             385
   8/22/06     Denver / Tamarac II                        666            1,180             1,846             125
   8/22/06     Littleton / Windermere I                 2,214            4,345             6,559             456
   8/22/06     Thornton / Quivas                          547            1,521             2,068             154
   8/22/06     Northglenn / Irma Dr.                    1,579            5,706             7,285             510
   8/22/06     Oakland Park                             8,821           21,696            30,517           2,217
   8/22/06     Seminole                                 1,821            3,903             5,724             398
   8/22/06     Military Trail                           6,514           11,258            17,772           1,127
   8/22/06     Blue Heron                               8,121           11,903            20,024           1,187
   8/22/06     Alsip / 127th St                         1,891            3,489             5,380             355
   8/22/06     Dolton                                   1,784            4,549             6,333             452
   8/22/06     Lombard / 330 W North Ave                1,506            2,827             4,333             294
   8/22/06     Rolling Meadows / Rohlwing               1,839            3,715             5,554             379
   8/22/06     Schaumburg / Hillcrest Blvd              1,732            4,075             5,807             408
   8/22/06     Bridgeview                               1,396            3,770             5,166             391
   8/22/06     Willowbrook                              1,730            3,448             5,178             348
   8/22/06     Lisle                                    1,967            3,608             5,575             362
   8/22/06     Laurel                                   1,323            2,647             3,970             264
   8/22/06     Crofton                                  1,373            3,449             4,822             345
   8/22/06     Lansing                                    114            1,203             1,317             126
   8/22/06     Southfield                               4,181            6,407            10,588             632
   8/22/06     23006 Troy - Oakland Mall                2,281            5,003             7,284             499
   8/22/06     Walled Lake                              2,788            4,854             7,642             480
   8/22/06     Salem / Lancaster                        2,036            4,899             6,935             490
   8/22/06     Tigard / King City                       1,959            7,259             9,218             715
   8/22/06     Portland / SE 82nd Ave                   1,519            4,433             5,952             442
   8/22/06     Beaverton/HWY 217 & Denny Rd E           3,294            7,273            10,567             722
   8/22/06     Beaverton / Cornell Rd                   1,869            3,834             5,703             381
   8/22/06     Fairfax                                  6,895           10,110            17,005           1,004
   8/22/06     Falls Church                             2,488           15,388            17,876           1,523



                                       F-83


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Manassas West                               -             912            2,826             83              -
   8/22/06     Herndon                                     -           2,625            3,105             71              -
   8/22/06     Newport News South                          -           2,190            5,264             18              -
   8/22/06     North Richmond                              -           1,606            2,411            148              -
   8/22/06     Kempsville                                  -           1,165            1,951             74              -
   8/22/06     Manassas East                               -           1,297            2,843             49              -
   8/22/06     Vancouver / Vancouver Mall                  -           1,751            3,251             68              -
   8/22/06     White Center(aka West Seattle)              -           2,091            4,530             87              -
   8/22/06     Factoria                                    -           2,770            5,429            437              -
   8/22/06     Federal Way/Pac Hwy& 320th St               -           4,027            8,554          2,271              -
   8/22/06     Renton                                      -           2,752            6,378            128              -
   8/22/06     Issaquah                                    -           3,739            5,624             28              -
   8/22/06     East Lynnwood                               -           2,250            4,790             85              -
   8/22/06     Tacoma / 96th St & 32nd Ave                 -           1,604            2,394             88              -
   8/22/06     Smokey Point                                -             607            1,723             70              -
   8/22/06     Shoreline / 145th                           -           2,926            4,910          3,556              -
   8/22/06     23038 Mt. Clemens                       1,789           1,247            3,590             61              -
   8/22/06     Ramsey                                      -             552            2,155             67              -
   8/22/06     Apple Valley / 155th St                     -           1,203            3,136             34              -
   8/22/06     Brooklyn Park / 73rd Ave                    -           1,953            3,902            223              -
   8/22/06     Burnsville Parkway W                        -           1,561            4,359             60              -
   8/22/06     Chanhassen                                  -           3,292            6,220             97              -
   8/22/06     Coon Rapids / Robinson Dr                   -           1,991            4,975            233              -
   8/22/06     Eden Prairie East                           -           3,516            5,682            249              -
   8/22/06     Eden Prairie West                           -           3,713            7,177             76              -
   8/22/06     Edina                                       -           4,422            8,190             30              -
   8/22/06     Hopkins                                     -           1,460            2,510             36              -
   8/22/06     Little Canada                               -           3,490            7,062            177              -
   8/22/06     Maple Grove / Lakeland Dr                   -           1,513            3,272            785              -
   8/22/06     Minnetonka                                  -           1,318            2,087             48              -
   8/22/06     Plymouth 169                                -             684            1,323            299              -
   8/22/06     Plymouth 494                                -           2,000            4,260          1,557              -
   8/22/06     Plymouth West                               -           1,973            6,638             65              -
   8/22/06     Richfield                                   -           1,641            5,688            482              -
   8/22/06     Shorewood                                   -           2,805            7,244            109              -
   8/22/06     Woodbury / Wooddale Dr                      -           2,220            5,307            129              -
   8/22/06     Central Parkway                             -           2,545            4,637             53              -
   8/22/06     Kirkman East                                -           2,479            3,717            155              -
   8/22/06     Pinole                                      -           1,703            3,047             38              -







                                                                    Gross Carrying Amount
                                                                     At December 31, 2008
     Date                                            -----------------------------------------------   Accumulated
   Acquired                Description                 Land          Buildings           Total        Depreciation
-------------------------------------------------------------------------------------------------------------------

                                                                                           
   8/22/06     Manassas West                             912            2,909             3,821             290
   8/22/06     Herndon                                 2,625            3,176             5,801             324
   8/22/06     Newport News South                      2,190            5,282             7,472             523
   8/22/06     North Richmond                          1,606            2,559             4,165             277
   8/22/06     Kempsville                              1,165            2,025             3,190             205
   8/22/06     Manassas East                           1,297            2,892             4,189             293
   8/22/06     Vancouver / Vancouver Mall              1,751            3,319             5,070             335
   8/22/06     White Center(aka West Seattle)          2,091            4,617             6,708             461
   8/22/06     Factoria                                2,770            5,866             8,636             602
   8/22/06     Federal Way/Pac Hwy& 320th St           4,031           10,821            14,852           1,005
   8/22/06     Renton                                  2,752            6,506             9,258             646
   8/22/06     Issaquah                                3,739            5,652             9,391             560
   8/22/06     East Lynnwood                           2,250            4,875             7,125             485
   8/22/06     Tacoma / 96th St & 32nd Ave             1,604            2,482             4,086             250
   8/22/06     Smokey Point                              607            1,793             2,400             182
   8/22/06     Shoreline / 145th                       2,926            8,466            11,392             823
   8/22/06     23038 Mt. Clemens                       1,247            3,651             4,898             361
   8/22/06     Ramsey                                    552            2,222             2,774             223
   8/22/06     Apple Valley / 155th St                 1,203            3,170             4,373             316
   8/22/06     Brooklyn Park / 73rd Ave                1,953            4,125             6,078             440
   8/22/06     Burnsville Parkway W                    1,561            4,419             5,980             442
   8/22/06     Chanhassen                              3,292            6,317             9,609             629
   8/22/06     Coon Rapids / Robinson Dr               1,991            5,208             7,199             545
   8/22/06     Eden Prairie East                       3,516            5,931             9,447             606
   8/22/06     Eden Prairie West                       3,713            7,253            10,966             720
   8/22/06     Edina                                   4,422            8,220            12,642             814
   8/22/06     Hopkins                                 1,460            2,546             4,006             254
   8/22/06     Little Canada                           3,490            7,239            10,729             716
   8/22/06     Maple Grove / Lakeland Dr               1,513            4,057             5,570             404
   8/22/06     Minnetonka                              1,318            2,135             3,453             218
   8/22/06     Plymouth 169                              684            1,622             2,306             169
   8/22/06     Plymouth 494                            2,356            5,461             7,817             522
   8/22/06     Plymouth West                           1,973            6,703             8,676             666
   8/22/06     Richfield                               1,641            6,170             7,811             588
   8/22/06     Shorewood                               2,805            7,353            10,158             734
   8/22/06     Woodbury / Wooddale Dr                  2,220            5,436             7,656             542
   8/22/06     Central Parkway                         2,545            4,690             7,235             471
   8/22/06     Kirkman East                            2,479            3,872             6,351             406
   8/22/06     Pinole                                  1,703            3,085             4,788             307



                                       F-84


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Martinez                                    -           3,277            7,126             95              -
   8/22/06     Portland / 16th & Sandy Blvd                -           1,053            3,802             93              -
   8/22/06     Houghton                                    -           2,694            4,132             37              -
   8/22/06     Antioch                                     -           1,853            6,475             24              -
   8/22/06     Walnut Creek                                -               -                -            124              -
   8/22/06     Holcomb Bridge                              -           1,906            4,303             34              -
   8/22/06     Palatine / Rand Rd                          -           1,215            1,895             31              -
   8/22/06     WashingtonSquare/Wash.Point Dr              -             523            1,073             47              -
   8/22/06     Indianapolis-Dwntwn/N.Illinois              -             182            2,795            103              -
   8/22/06     Canton South                                -             769            3,316             82              -
   8/22/06     Bricktown                                   -           2,881            5,834             53              -
   8/22/06     Commack                                     -           2,688            6,376             75              -
   8/22/06     Nesconset / Nesconset Hwy                   -           1,374            3,151             43              -
   8/22/06     Great Neck                                  -           1,229            3,299             41              -
   8/22/06     Hempstead / S. Franklin St.                 -             509            3,042            100              -
   8/22/06     Bethpage / Stuart Ave                       -           2,387            7,104             86              -
   8/22/06     44079 Helotes                               -           1,833            3,557             27              -
   8/22/06     Medical Center San Antonio                  -           1,571            4,217             60              -
   8/22/06     44081 Oak Hills                             -               -            7,449             67              -
   8/22/06     44082 Olympia                               -           2,382            4,182             25              -
   8/22/06     Las Colinas                                 -             676            3,338             46              -
   8/22/06     Old Towne                                   -           2,756           13,080             68              -
   8/22/06     Juanita                                     -           2,318            7,554             32              -
   8/22/06     Ansley Park                                 -           3,132           11,926             93              -
   8/22/06     Brookhaven                                  -           2,740            8,333             43              -
   8/22/06     Decatur                                     -           2,556           10,146             34              -
   8/22/06     Oregon City                                 -           1,582            3,539             52              -
   8/22/06     Portland/Barbur Bl &Multonomah              -           2,328            9,134             93              -
   8/22/06     Salem  / Liberty Road                       -           1,994            5,304            130              -
   8/22/06     Edgemont                                    -           3,585            7,704             29              -
   8/22/06     44001 Bedford                               -           2,042            4,176             98              -
   8/22/06     44024 Kingwood                              -           1,625            2,926             68              -
   8/22/06     44029 Hillcroft                             -               -            3,994             40              -
   8/22/06     44030 T.C. Jester                           -           2,047            4,819            141              -
   8/22/06     Windcrest                                   -             764            2,601            223              -
   8/22/06     44036 Mission Bend                          -           1,381            3,141             67              -
   8/22/06     Parker Road & Independence                  -           2,593            5,464             36              -
   8/22/06     Park Cities East                            -           4,205            6,259             28              -
   8/22/06     MaCarthur Crossing                          -           2,635            5,698             80              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     Martinez                                 3,277            7,221            10,498             714
   8/22/06     Portland / 16th & Sandy Blvd             1,053            3,895             4,948             394
   8/22/06     Houghton                                 2,694            4,169             6,863             416
   8/22/06     Antioch                                  1,853            6,499             8,352             643
   8/22/06     Walnut Creek                                 -              124               124              16
   8/22/06     Holcomb Bridge                           1,906            4,337             6,243             433
   8/22/06     Palatine / Rand Rd                       1,215            1,926             3,141             195
   8/22/06     WashingtonSquare/Wash.Point Dr             523            1,120             1,643             117
   8/22/06     Indianapolis-Dwntwn/N.Illinois             182            2,898             3,080             290
   8/22/06     Canton South                               769            3,398             4,167             347
   8/22/06     Bricktown                                2,881            5,887             8,768             584
   8/22/06     Commack                                  2,688            6,451             9,139             641
   8/22/06     Nesconset / Nesconset Hwy                1,374            3,194             4,568             318
   8/22/06     Great Neck                               1,229            3,340             4,569             332
   8/22/06     Hempstead / S. Franklin St.                509            3,142             3,651             312
   8/22/06     Bethpage / Stuart Ave                    2,387            7,190             9,577             712
   8/22/06     44079 Helotes                            1,833            3,584             5,417             414
   8/22/06     Medical Center San Antonio               1,571            4,277             5,848             424
   8/22/06     44081 Oak Hills                              -            7,516             7,516             748
   8/22/06     44082 Olympia                            2,382            4,207             6,589             417
   8/22/06     Las Colinas                                676            3,384             4,060             340
   8/22/06     Old Towne                                2,756           13,148            15,904           1,301
   8/22/06     Juanita                                  2,318            7,586             9,904             751
   8/22/06     Ansley Park                              3,132           12,019            15,151           1,194
   8/22/06     Brookhaven                               2,740            8,376            11,116             830
   8/22/06     Decatur                                  2,556           10,180            12,736           1,008
   8/22/06     Oregon City                              1,582            3,591             5,173             359
   8/22/06     Portland/Barbur Bl &Multonomah           2,328            9,227            11,555             914
   8/22/06     Salem  / Liberty Road                    1,994            5,434             7,428             553
   8/22/06     Edgemont                                 3,585            7,733            11,318             765
   8/22/06     44001 Bedford                            2,042            4,274             6,316             430
   8/22/06     44024 Kingwood                           1,625            2,994             4,619             302
   8/22/06     44029 Hillcroft                              -            4,034             4,034             400
   8/22/06     44030 T.C. Jester                        2,047            4,960             7,007             499
   8/22/06     Windcrest                                  764            2,824             3,588             295
   8/22/06     44036 Mission Bend                       1,381            3,208             4,589             323
   8/22/06     Parker Road & Independence               2,593            5,500             8,093             548
   8/22/06     Park Cities East                         4,205            6,287            10,492             623
   8/22/06     MaCarthur Crossing                       2,635            5,778             8,413             574



                                       F-85


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Arlington/S.Cooper &Green Oaks              -           2,305            4,308             23              -
   8/22/06     Woodforest                                  -           1,534            3,545            977              -
   8/22/06     Preston Road                                -           1,931            3,246             35              -
   8/22/06     44043 East Lamar                            -           1,581            2,878             50              -
   8/22/06     Lewisville/Interstate 35 &Main              -           2,696            4,311            202              -
   8/22/06     44046 Round Rock                            -           1,256            2,153             78              -
   8/22/06     44047 Slaughter Lane                        -           1,881            3,326            101              -
   8/22/06     Valley Ranch                                -           1,927            5,390             66              -
   8/22/06     44050 Nacogdoches                           -           1,422            2,655             50              -
   8/22/06     Thousand Oaks                               -           1,815            3,814             55              -
   8/22/06     44054 Highway 78                            -           1,344            2,288             34              -
   8/22/06     44057 The Quarry                            -           1,841            8,765             65              -
   8/22/06     44062 Cinco Ranch                           -             939            2,085             21              -
   8/22/06     North Carrollton                            -           2,408            4,204             80              -
   8/22/06     44073 First Colony                          -           1,181            2,930             32              -
   8/22/06     44074 North Park                            -           1,444            3,253             34              -
   8/22/06     44075 South Main - TX                       -             521              723            125              -
   8/22/06     44077 Westchase                             -             903            3,748             46              -
   8/22/06     44086 Lakeline                              -           1,289            3,762             42              -
   8/22/06     44087 Highway 26                            -           1,353            3,147             65              -
   8/22/06     44088 Shavano Park                          -             972            4,973             26              -
   8/22/06     44089 Oltorf                                -             880            3,693             54              -
   8/22/06     44090 Irving                                -             686            1,367            295              -
   8/22/06     44091 Hill Country Village                  -             988            3,524            254              -
   8/22/06     44092 San Antonio NE                        -             253              664            155              -
   8/22/06     East Pioneer II                             -             786            1,784            107              -
   8/22/06     44095 Westheimer                            -             594            2,316            249              -
   8/22/06     San Antonio/Jones-Maltsberger               -           1,102            2,637             53              -
   8/22/06     44097 Beltline                              -           1,291            2,336            145              -
   8/22/06     44098 MacArthur                             -           1,590            2,265            129              -
   8/22/06     Hurst / S. Pipeline Rd                      -             661            1,317            186              -
   8/22/06     Balcones Hts/Fredericksburg Rd              -           2,372            4,718             71              -
   8/22/06     44101 Blanco Road                           -           1,742            4,813             54              -
   8/22/06     Leon Valley/Bandera Road                    -             501            1,044          2,466              -
   8/22/06     44103 Imperial Valley                       -           1,166            2,756             51              -
   8/22/06     44104 Sugarland                             -           1,714            3,407             40              -
   8/22/06     44105 Woodlands                             -           1,353            3,131             59              -
   8/22/06     44106 Federal Road                          -           1,021            3,086             93              -
   8/22/06     44107 West University                       -           1,940            8,121            106              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     Arlington/S.Cooper &Green Oaks           2,305            4,331             6,636             430
   8/22/06     Woodforest                               1,534            4,522             6,056             447
   8/22/06     Preston Road                             1,931            3,281             5,212             328
   8/22/06     44043 East Lamar                         1,581            2,928             4,509             296
   8/22/06     Lewisville/Interstate 35 &Main           2,696            4,513             7,209             452
   8/22/06     44046 Round Rock                         1,256            2,231             3,487             224
   8/22/06     44047 Slaughter Lane                     1,881            3,427             5,308             340
   8/22/06     Valley Ranch                             1,927            5,456             7,383             540
   8/22/06     44050 Nacogdoches                        1,422            2,705             4,127             275
   8/22/06     Thousand Oaks                            1,815            3,869             5,684             388
   8/22/06     44054 Highway 78                         1,344            2,322             3,666             234
   8/22/06     44057 The Quarry                         1,841            8,830            10,671             878
   8/22/06     44062 Cinco Ranch                          939            2,106             3,045             210
   8/22/06     North Carrollton                         2,408            4,284             6,692             434
   8/22/06     44073 First Colony                       1,181            2,962             4,143             296
   8/22/06     44074 North Park                         1,444            3,287             4,731             327
   8/22/06     44075 South Main - TX                      521              848             1,369              92
   8/22/06     44077 Westchase                            903            3,794             4,697             379
   8/22/06     44086 Lakeline                           1,289            3,804             5,093             380
   8/22/06     44087 Highway 26                         1,353            3,212             4,565             321
   8/22/06     44088 Shavano Park                         972            4,999             5,971             496
   8/22/06     44089 Oltorf                               880            3,747             4,627             375
   8/22/06     44090 Irving                               686            1,662             2,348             179
   8/22/06     44091 Hill Country Village                 988            3,778             4,766             380
   8/22/06     44092 San Antonio NE                       253              819             1,072              93
   8/22/06     East Pioneer II                            786            1,891             2,677             191
   8/22/06     44095 Westheimer                           594            2,565             3,159             271
   8/22/06     San Antonio/Jones-Maltsberger            1,102            2,690             3,792             271
   8/22/06     44097 Beltline                           1,291            2,481             3,772             254
   8/22/06     44098 MacArthur                          1,590            2,394             3,984             240
   8/22/06     Hurst / S. Pipeline Rd                     661            1,503             2,164             153
   8/22/06     Balcones Hts/Fredericksburg Rd           2,372            4,789             7,161             478
   8/22/06     44101 Blanco Road                        1,742            4,867             6,609             487
   8/22/06     Leon Valley/Bandera Road                   501            3,510             4,011             285
   8/22/06     44103 Imperial Valley                    1,166            2,807             3,973             283
   8/22/06     44104 Sugarland                          1,714            3,447             5,161             345
   8/22/06     44105 Woodlands                          1,353            3,190             4,543             321
   8/22/06     44106 Federal Road                       1,021            3,179             4,200             318
   8/22/06     44107 West University                    1,940            8,227            10,167             811



                                       F-86


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Medical Center/Braeswood II                 -           1,121            4,678             56              -
   8/22/06     Richardson/Audelia &Buckingham              -           1,034            2,703             26              -
   8/22/06     North Austin                                -           2,143            3,674            188              -
   8/22/06     Warner                                      -           1,603            3,998            144              -
   8/22/06     44034 Universal City                        -             777            3,194             69              -
   8/22/06     Seattle / Lake City Way S                   -           3,406            7,789            177              -
   8/22/06     Arrowhead                                   -           2,372            5,818             72              -
   8/22/06     Ahwatukee                                   -           3,017            5,975             45              -
   8/22/06     Blossom Valley                              -           2,721            8,418             59              -
   8/22/06     Jones Bridge                                -           3,065            6,015             67              -
   8/22/06     Lawrenceville                               -           2,076            5,188             28              -
   8/22/06     Fox Valley                                  -           1,880            3,622             78              -
   8/22/06     Eagle Creek / Shore Terrace                 -             880            2,878            114              -
   8/22/06     North Greenwood/E.CountyLineRd              -               -            3,954             38              -
   8/22/06     Annapolis                                   -               -            7,439             41              -
   8/22/06     Creedmoor                                   -           3,579            7,366            106              -
   8/22/06     Painters Crossing                           -           1,582            4,527             40              -
   8/22/06     Greenville Ave & Meadow                     -           2,066            6,969             58              -
   8/22/06     Potomac Mills                               -           2,806            7,347             48              -
   8/22/06     Sterling (Cascades)                         -           3,435            7,713             45              -
   8/22/06     Redmond / Plateau                           -           2,872            7,603             21              -
   8/22/06     Val Vista                                   -           3,686            6,223            488              -
   8/22/06     Van Ness                                    -          11,120           13,555            169              -
   8/22/06     Sandy Plains                                -           2,452            4,669             38              -
   8/22/06     Country Club Hills                          -           2,783            5,438             40              -
   8/22/06     Schaumburg / Irving Park Rd                 -           2,695            4,781             72              -
   8/22/06     23033 Clinton Township                      -           1,917            4,143             21              -
   8/22/06     44060 Champions                             -           1,061            3,207             37              -
   8/22/06     44061 Southlake                             -           2,794            4,760             37              -
   8/22/06     City Place                                  -           2,045            5,776             43              -
   8/22/06     44066 Bee Cave Road                         -           3,546           10,341             47              -
   8/22/06     44068 Oak Farms                             -           2,307            8,481             66              -
   8/22/06     44069 Henderson Street                      -             542            5,001             48              -
   8/22/06     Merrifield                                  -           5,061           10,949             96              -
   8/22/06     Mill Creek                                  -           2,917            7,252             28              -
   8/22/06     Pier 57                                     -           2,042            8,719            188              -
   8/22/06     Redmond / 90th                              -           3,717            7,011             27              -
   8/22/06     Seattle / Capital Hill - 12th               -           3,811           11,104            294              -
   8/22/06     Costa Mesa                              2,735           3,622            6,030             93              -







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     Medical Center/Braeswood II              1,121            4,734             5,855             473
   8/22/06     Richardson/Audelia &Buckingham           1,034            2,729             3,763             273
   8/22/06     North Austin                             2,143            3,862             6,005             383
   8/22/06     Warner                                   1,603            4,142             5,745             416
   8/22/06     44034 Universal City                       777            3,263             4,040             328
   8/22/06     Seattle / Lake City Way S                3,406            7,966            11,372             798
   8/22/06     Arrowhead                                2,372            5,890             8,262             589
   8/22/06     Ahwatukee                                3,017            6,020             9,037             596
   8/22/06     Blossom Valley                           2,721            8,477            11,198             839
   8/22/06     Jones Bridge                             3,065            6,082             9,147             603
   8/22/06     Lawrenceville                            2,076            5,216             7,292             519
   8/22/06     Fox Valley                               1,880            3,700             5,580             369
   8/22/06     Eagle Creek / Shore Terrace                880            2,992             3,872             302
   8/22/06     North Greenwood/E.CountyLineRd               -            3,992             3,992             399
   8/22/06     Annapolis                                    -            7,480             7,480             742
   8/22/06     Creedmoor                                3,579            7,472            11,051             742
   8/22/06     Painters Crossing                        1,582            4,567             6,149             453
   8/22/06     Greenville Ave & Meadow                  2,066            7,027             9,093             699
   8/22/06     Potomac Mills                            2,806            7,395            10,201             734
   8/22/06     Sterling (Cascades)                      3,435            7,758            11,193             768
   8/22/06     Redmond / Plateau                        2,872            7,624            10,496             755
   8/22/06     Val Vista                                3,686            6,711            10,397             749
   8/22/06     Van Ness                                11,120           13,724            24,844           1,372
   8/22/06     Sandy Plains                             2,452            4,707             7,159             469
   8/22/06     Country Club Hills                       2,783            5,478             8,261             545
   8/22/06     Schaumburg / Irving Park Rd              2,695            4,853             7,548             484
   8/22/06     23033 Clinton Township                   1,917            4,164             6,081             413
   8/22/06     44060 Champions                          1,061            3,244             4,305             323
   8/22/06     44061 Southlake                          2,794            4,797             7,591             476
   8/22/06     City Place                               2,045            5,819             7,864             579
   8/22/06     44066 Bee Cave Road                      3,546           10,388            13,934           1,027
   8/22/06     44068 Oak Farms                          2,307            8,547            10,854             851
   8/22/06     44069 Henderson Street                     542            5,049             5,591             504
   8/22/06     Merrifield                               5,061           11,045            16,106           1,092
   8/22/06     Mill Creek                               2,917            7,280            10,197             722
   8/22/06     Pier 57                                  2,137            8,812            10,949             878
   8/22/06     Redmond / 90th                           3,717            7,038            10,755             697
   8/22/06     Seattle / Capital Hill - 12th            3,811           11,398            15,209           1,106
   8/22/06     Costa Mesa                               3,622            6,123             9,745             587



                                       F-87


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     West Park                               7,001          11,715           12,915            317              -
   8/22/06     Cabot Road-Resco LLC                    4,074           5,168            9,253             94              -
   8/22/06     San Juan Creek-Resco LLC                4,558           4,755           10,749            114              -
   8/22/06     Rancho San Diego-RESCO LLC              3,651           4,226            7,652             84              -
   8/22/06     Palms - RESCO LLC                       4,575           2,491           11,404            134              -
   8/22/06     West Covina                             3,661           3,595            7,360            113              -
   8/22/06     Woodland Hills                          4,638           4,376           11,898            147              -
   8/22/06     Long Beach                                  -           3,130           11,211            128              -
   8/22/06     Northridge                                  -           4,674           11,164            137              -
   8/22/06     Rancho Mirage                               -           2,614            4,744             85              -
   8/22/06     Palm Desert                                 -           1,910            5,462             98              -
   8/22/06     Davie                                       -           4,842            9,388             72              -
   8/22/06     Portland / I-205 & Division                 -           2,026            4,299             78              -
   8/22/06     Milwaukie/Hwy224&Internatn'lWy              -           2,867            5,926             22              -
   8/22/06     44031 River Oaks                            -           2,625            8,930             71              -
   8/22/06     Tacoma / South Sprague Ave                  -           2,189            4,776            116              -
   8/22/06     Vancouver / Hazel Dell                      -           2,299            4,313             46              -
   8/22/06     Canyon Park                                 -           3,628            7,327            214              -
   8/22/06     South Boulevard                         4,118           3,090            6,041             96          1,463
   8/22/06     Weddington                              2,931           2,172            4,263            143          1,030
   8/22/06     Gastonia                                    -             644            2,808             48            507
   8/22/06     Amity Ct                                1,828             610            1,378             38            313
   8/22/06     Pavilion                                1,490           1,490            3,114            908            732
   8/22/06     Randleman                               1,953           1,639            2,707            128            712
   8/22/06     Matthews                                    -           1,733            6,457            263          1,220
   8/22/06     Eastland                                1,713             949            2,159            203            488
   8/22/06     Albermarle                              3,112           1,557            4,636            139            945
   8/22/06     COTT                                    1,158             429            1,732             87            320
   8/22/06     Ashley River                                -           1,907            4,065            262            947
   8/22/06     Clayton                                     -           1,071            2,869            870            608
   8/22/06     Dave Lyle                                   -             604            2,111          1,001            407
   8/22/06     English Rd                                  -             437            1,215             33            254
   8/22/06     Sunset                                      -             659            1,461             79            334
   8/22/06     Cone Blvd                                   -           1,253            2,462             67            595
   8/22/06     Wake Forest                                 -           1,098            2,553             50            573
   8/22/06     Silas Creek                                 -           1,304            2,738             83            642
   8/22/06     Winston                                 2,190           1,625            3,368            135            794
   8/22/06     Hickory                                 2,318           1,091            4,271            111            795
   8/22/06     Wilkinson                               2,007           1,366            3,235            106            720







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     West Park                               11,715           13,232            24,947           1,231
   8/22/06     Cabot Road-Resco LLC                     5,168            9,347            14,515             918
   8/22/06     San Juan Creek-Resco LLC                 4,755           10,863            15,618           1,071
   8/22/06     Rancho San Diego-RESCO LLC               4,226            7,736            11,962             761
   8/22/06     Palms - RESCO LLC                        2,491           11,538            14,029           1,138
   8/22/06     West Covina                              3,595            7,473            11,068             738
   8/22/06     Woodland Hills                           4,376           12,045            16,421           1,187
   8/22/06     Long Beach                               3,130           11,339            14,469           1,115
   8/22/06     Northridge                               4,674           11,301            15,975           1,111
   8/22/06     Rancho Mirage                            2,614            4,829             7,443             474
   8/22/06     Palm Desert                              1,910            5,560             7,470             549
   8/22/06     Davie                                    4,842            9,460            14,302             942
   8/22/06     Portland / I-205 & Division              2,026            4,377             6,403             439
   8/22/06     Milwaukie/Hwy224&Internatn'lWy           2,867            5,948             8,815             588
   8/22/06     44031 River Oaks                         2,625            9,001            11,626             896
   8/22/06     Tacoma / South Sprague Ave               2,189            4,892             7,081             486
   8/22/06     Vancouver / Hazel Dell                   2,299            4,359             6,658             435
   8/22/06     Canyon Park                              3,628            7,541            11,169             734
   8/22/06     South Boulevard                          3,766            6,924            10,690             690
   8/22/06     Weddington                               2,647            4,961             7,608             490
   8/22/06     Gastonia                                   785            3,222             4,007             322
   8/22/06     Amity Ct                                   743            1,596             2,339             162
   8/22/06     Pavilion                                 1,818            4,426             6,244             369
   8/22/06     Randleman                                1,998            3,188             5,186             322
   8/22/06     Matthews                                 2,112            7,561             9,673             761
   8/22/06     Eastland                                 1,156            2,643             3,799             267
   8/22/06     Albermarle                               1,898            5,379             7,277             532
   8/22/06     COTT                                       522            2,046             2,568             212
   8/22/06     Ashley River                             2,324            4,857             7,181             506
   8/22/06     Clayton                                  1,307            4,111             5,418             369
   8/22/06     Dave Lyle                                  737            3,386             4,123             287
   8/22/06     English Rd                                 532            1,407             1,939             144
   8/22/06     Sunset                                     803            1,730             2,533             183
   8/22/06     Cone Blvd                                1,526            2,851             4,377             288
   8/22/06     Wake Forest                              1,338            2,936             4,274             299
   8/22/06     Silas Creek                              1,590            3,177             4,767             318
   8/22/06     Winston                                  1,980            3,942             5,922             396
   8/22/06     Hickory                                  1,329            4,939             6,268             493
   8/22/06     Wilkinson                                1,664            3,763             5,427             381



                                       F-88


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Lexington NC                            1,199             874            1,806            136            426
   8/22/06     Florence                                2,811             952            5,557            159            932
   8/22/06     Sumter                                  1,117             560            2,002             75            384
   8/22/06     Garners Ferry                           2,341           1,418            2,516            169            638
   8/22/06     Greenville                              1,797           1,816            4,732            205          1,014
   8/22/06     Spartanburg                               473             799            1,550             86            377
   8/22/06     Rockingham                                776             376            1,352            135            258
   8/22/06     Monroe                                  2,129           1,578            2,996            206            735
   8/22/06     Salisbury - Ground Lease                3,195              40            5,488             67            724
   8/22/06     N. Tryon                                1,976           1,271            2,330            132            582
   8/22/06     Pineville                               4,178           2,609            6,829            345          1,461
   8/22/06     Park Rd                                 4,319           2,667            7,243            187          1,527
   8/22/06     Ballantyne                                  -           1,758            3,720            721            869
   8/22/06     Stallings                               2,381           1,348            2,882            142            671
   8/22/06     Concord                                 1,961           1,147            2,308            148            552
   8/22/06     Woodruff                                1,550           1,154            1,616             50            463
   8/22/06     Shriners                                1,721             758            2,347             68            472
   8/22/06     Charleston                                  -             604            3,313            129            564
   8/22/06     Rock Hill                                   -             993            2,222          1,039            506
   8/22/06     Arrowood                                2,603           2,014            4,214            103            989
   8/22/06     Country Club                                -             935            3,439             92            652
   8/22/06     Rosewood (Morningstar)                      -             352            2,141             58            356
   8/22/06     James Island (Folly Road)                   -           2,061            3,708             80            934
   8/22/06     Battleground                                -           1,995            3,757             42            925
   8/22/06     Greenwood Village / DTC Blvd            4,310             684            2,925             90              -
   8/22/06     Highlands Ranch/ Colorado Blvd          3,417             793            2,000            140              -
   8/22/06     Seneca Commons                              -           2,672            5,354            330          1,283
   8/22/06     Capital Blvd South                          -           3,002            6,273             83          1,474
   8/22/06     Southhaven                              1,764           1,286            3,578            139            271
   8/22/06     Wolfchase                               1,406             987            2,816            188            212
   8/22/06     Winchester                                  -             676            1,500            316            121
   8/22/06     Sycamore View                               -             705            1,936            269            147
   8/22/06     South Main                                  -              70              186             58            (51)
   8/22/06     Southfield at Telegraph                     -           1,757            8,341             31              -
   8/22/06     Westland                                    -           1,572            3,687             25              -
   8/22/06     Dearborn                                    -           1,030            4,847             61              -
   8/22/06     Roseville                                   -           1,319            5,210             34              -
   8/22/06     Farmington Hills                            -             982            2,878             67              -
   8/22/06     Hunt Club                                   -           2,527            5,483             59            729







                                                                     Gross Carrying Amount
                                                                      At December 31, 2008
     Date                                             -----------------------------------------------   Accumulated
   Acquired                Description                  Land          Buildings           Total        Depreciation
--------------------------------------------------------------------------------------------------------------------

                                                                                            
   8/22/06     Lexington NC                             1,065            2,177             3,242             216
   8/22/06     Florence                                 1,160            6,440             7,600             657
   8/22/06     Sumter                                     683            2,338             3,021             239
   8/22/06     Garners Ferry                            1,728            3,013             4,741             322
   8/22/06     Greenville                               2,213            5,554             7,767             573
   8/22/06     Spartanburg                                974            1,838             2,812             187
   8/22/06     Rockingham                                 458            1,663             2,121             178
   8/22/06     Monroe                                   1,924            3,591             5,515             369
   8/22/06     Salisbury - Ground Lease                    49            6,270             6,319             622
   8/22/06     N. Tryon                                 1,549            2,766             4,315             281
   8/22/06     Pineville                                3,179            8,065            11,244             840
   8/22/06     Park Rd                                  3,250            8,374            11,624             828
   8/22/06     Ballantyne                               2,144            4,924             7,068             467
   8/22/06     Stallings                                1,643            3,400             5,043             342
   8/22/06     Concord                                  1,398            2,757             4,155             288
   8/22/06     Woodruff                                 1,407            1,876             3,283             194
   8/22/06     Shriners                                   924            2,721             3,645             279
   8/22/06     Charleston                                 736            3,874             4,610             396
   8/22/06     Rock Hill                                1,211            3,549             4,760             304
   8/22/06     Arrowood                                 2,454            4,866             7,320             491
   8/22/06     Country Club                             1,139            3,979             5,118             401
   8/22/06     Rosewood (Morningstar)                     429            2,478             2,907             251
   8/22/06     James Island (Folly Road)                2,512            4,271             6,783             426
   8/22/06     Battleground                             2,431            4,288             6,719             428
   8/22/06     Greenwood Village / DTC Blvd               684            3,015             3,699             291
   8/22/06     Highlands Ranch/ Colorado Blvd             793            2,140             2,933             207
   8/22/06     Seneca Commons                           3,257            6,382             9,639             612
   8/22/06     Capital Blvd South                       3,659            7,173            10,832             713
   8/22/06     Southhaven                               1,357            3,917             5,274             373
   8/22/06     Wolfchase                                1,042            3,161             4,203             291
   8/22/06     Winchester                                 713            1,900             2,613             177
   8/22/06     Sycamore View                              744            2,313             3,057             215
   8/22/06     South Main                                  57              206               263               6
   8/22/06     Southfield at Telegraph                  1,757            8,372            10,129             828
   8/22/06     Westland                                 1,572            3,712             5,284             370
   8/22/06     Dearborn                                 1,030            4,908             5,938             492
   8/22/06     Roseville                                1,319            5,244             6,563             522
   8/22/06     Farmington Hills                           982            2,945             3,927             299
   8/22/06     Hunt Club                                2,823            5,975             8,798             598



                                       F-89


                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION




                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                        
   8/22/06     Speedway IN /N. High School Rd              -           2,091            3,566             80              -
   8/22/06     Alafaya @ University Blvd.                  -           2,817            4,549             50            689
   8/22/06     McCoy @ 528                                 -           2,656            5,206             60              -
   8/22/06     S. Orange Blossom Trail @ 417               -           2,810            6,849            154            870
   8/22/06     Alafaya-Mitchell Hammock Road               -           2,363            5,092             41            679
   8/22/06     Maitland / 17/92 @ Lake Ave                 -           5,146           10,670            111          1,445
   8/22/06     S. Semoran @ Hoffner Road                   -           2,633            6,601            125            829
   8/22/06     Red Bug @ Dodd Road                     2,484           2,552            5,959             42            769
   8/22/06     Altmonte Sprgs/SR434                    2,116           1,703            5,125             38            604
   8/22/06     Brandon                                 2,870           2,810            4,584             38            691
   8/22/06     Granada @ U.S. 1                        2,787           2,682            4,751             68            689
   8/22/06     Daytona/Beville @ Nova Road             2,776           2,616            6,085            152            786
   8/22/06     Eau Gallie                              2,493           1,962            4,677             28            599
   8/22/06     Hyde Park                               2,780           2,719            7,145             52            883
   8/22/06     Carrollwood                             1,418           2,050            6,221             41            731
   8/22/06     Conroy @ I-4                            1,815           2,091            3,517             33            523
   8/22/06     West Waters                                 -           2,190            5,186             53            666
   8/22/06     Oldsmar                                 2,175           2,276            5,253             86            682
   8/22/06     Mills North of Colonial                 4,426           1,995            5,914            110            701
   8/22/06     Alafaya @ Colonial                      2,722           2,836            4,680            147            701
   8/22/06     Fairbanks @ I-4                             -           2,846            6,612             98            855
   8/22/06     Maguire @ Colonial                          -             479            7,521            253            839
  10/20/06     Burbank                                     -           3,793            9,103            (83)             -
  10/24/06     Stonegate                               4,962             651            4,278           (670)             -
    2/9/07     Portland/Barbur Bl &Luradel ST              -             830            3,273             23              -
   3/27/07     Ewa Beach / Ft Weaver Road                  -           7,454           14,825             40              -
    6/1/07     South Bay                                   -           1,017            4,685             27              -
   8/14/07     Murrieta / Whitewood Road                   -           5,764            6,197             33              -
   8/22/07     Palm Springs/S. Gene Autry Trl              -           3,785            7,859            330              -
    9/7/07     Mahopac / Rte 6                             -           1,330            8,407             37              -
   9/11/07     East Point / N Desert Dr                    -           1,186            9,239             47              -
   9/11/07     Canton / Ridge Rd                           -             389            4,197             38              -
   9/13/07     Murrieta / Antelope Rd                      -           1,630            2,991             59              -
  10/14/07     New Orleans / I10 & Bullard                 -           1,286            5,591         (1,690)             -
   4/22/08     Miramar Place                               -           7,225            7,875             26              -
   5/28/08     Bee Cave at the Galleria                    -             621            4,893              -              -
   5/28/08     Carlsbad Village                       10,181           4,277           10,074             73              -
   7/21/08     Austell / Oak Ridge Rd.                     -             581            2,446              -              -
   7/21/08     Marietta / Piedmont Rd.                     -           1,748            3,172              -              -







                                                                    Gross Carrying Amount
                                                                     At December 31, 2008
     Date                                            -----------------------------------------------   Accumulated
   Acquired                Description                 Land          Buildings           Total        Depreciation
-------------------------------------------------------------------------------------------------------------------

                                                                                           
   8/22/06     Speedway IN /N. High School Rd          2,091            3,646             5,737             368
   8/22/06     Alafaya @ University Blvd.              3,147            4,958             8,105             495
   8/22/06     McCoy @ 528                             2,656            5,266             7,922             525
   8/22/06     S. Orange Blossom Trail @ 417           3,140            7,543            10,683             754
   8/22/06     Alafaya-Mitchell Hammock Road           2,640            5,535             8,175             550
   8/22/06     Maitland / 17/92 @ Lake Ave             5,749           11,623            17,372           1,153
   8/22/06     S. Semoran @ Hoffner Road               2,941            7,247            10,188             720
   8/22/06     Red Bug @ Dodd Road                     2,851            6,471             9,322             644
   8/22/06     Altmonte Sprgs/SR434                    1,902            5,568             7,470             554
   8/22/06     Brandon                                 3,140            4,983             8,123             496
   8/22/06     Granada @ U.S. 1                        2,996            5,194             8,190             522
   8/22/06     Daytona/Beville @ Nova Road             2,922            6,717             9,639             667
   8/22/06     Eau Gallie                              2,192            5,074             7,266             503
   8/22/06     Hyde Park                               3,038            7,761            10,799             773
   8/22/06     Carrollwood                             2,290            6,753             9,043             670
   8/22/06     Conroy @ I-4                            2,336            3,828             6,164             382
   8/22/06     West Waters                             2,447            5,648             8,095             559
   8/22/06     Oldsmar                                 2,542            5,755             8,297             571
   8/22/06     Mills North of Colonial                 2,229            6,491             8,720             642
   8/22/06     Alafaya @ Colonial                      3,169            5,195             8,364             530
   8/22/06     Fairbanks @ I-4                         3,179            7,232            10,411             722
   8/22/06     Maguire @ Colonial                        815            8,277             9,092             817
  10/20/06     Burbank                                 3,793            9,020            12,813             731
  10/24/06     Stonegate                                 651            3,608             4,259             291
    2/9/07     Portland/Barbur Bl &Luradel ST            830            3,296             4,126             231
   3/27/07     Ewa Beach / Ft Weaver Road              7,454           14,865            22,319           1,049
    6/1/07     South Bay                               1,017            4,712             5,729             288
   8/14/07     Murrieta / Whitewood Road               5,764            6,230            11,994             314
   8/22/07     Palm Springs/S. Gene Autry Trl          3,785            8,189            11,974             473
    9/7/07     Mahopac / Rte 6                         1,330            8,444             9,774             421
   9/11/07     East Point / N Desert Dr                1,186            9,286            10,472             467
   9/11/07     Canton / Ridge Rd                         389            4,235             4,624             205
   9/13/07     Murrieta / Antelope Rd                  1,630            3,050             4,680             150
  10/14/07     New Orleans / I10 & Bullard             1,292            3,895             5,187             772
   4/22/08     Miramar Place                           7,225            7,901            15,126             160
   5/28/08     Bee Cave at the Galleria                  621            4,893             5,514              99
   5/28/08     Carlsbad Village                        4,277           10,147            14,424             205
   7/21/08     Austell / Oak Ridge Rd.                   581            2,446             3,027              25
   7/21/08     Marietta / Piedmont Rd.                 1,748            3,172             4,920              32



                                       F-90

                                 PUBLIC STORAGE
                           SCHEDULE III - REAL ESTATE
                          AND ACCUMULATED DEPRECIATION



                                                                                                                   Adjustments
                                                                        Initial Cost                              Resulting from
                                                       2008     ---------------------------------      Costs      the Acquisition
     Date                                              Encum-                       Buildings &      Subsequent     of Minority
   Acquired                Description                brances          Land         Improvements   to Acquisition    interests
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                        
    9/3/08     N. Las Vegas/Cheyenne                       -           1,144            4,017             57              -
    9/4/08     Las Vegas/Boulder HWY II                    -           1,151            4,234             43              -
   11/7/08     Wash DC / Bladensburg Rd NE                 -           1,726            6,191              -              -
  12/23/08     East Palo Alto                              -           2,655            2,235              -              -

SELF-STORAGE FACILITY - EUROPE

   8/22/06     West London                                 -           5,730           14,278             59              -

OTHER PROPERTIES

   2/16/96     Glendale/Western Avenue                     -           1,622            3,771         16,681              -
  12/13/99     Burlingame                                  -           4,043            9,434            344              -
   4/28/00     San Diego/Sorrento                          -           1,282            3,016            465              -
   6/29/98     Pompano Bch/Center Port Circle              -             795            2,312            771              -
  12/30/99     Tamarac Parkway                             -           1,902            4,467          1,376              -
  12/29/00     Gardena                                     -           1,737            5,456            289              -
    4/2/02     Long Beach                                  -             887            6,251            347              -
   8/22/06     St. Peters (land)                           -           1,138                -              -              -
   8/22/06     Monocacy (land)                             -           1,386                -              -              -
   8/22/06     Dolfield (land)                             -             643                -              -              -
   8/22/06     Village of Bee Caves (land)                 -             544                -              -              -
   8/22/06     Fontana                                     -              99                -              -              -
   8/22/06     Lakewood 512 Business Park                  -           4,437            6,685          1,255              -
   8/22/06     Olive Innerbelt Business Park               -             787            3,023              -              -
    3/7/07     Shur Corp / 700 Fairview Ave N              -           4,016           20,995              -              -

               Construction in Progress                    -               -                -         20,340              -
                                                   ---------------------------------------------------------------------------------
                                                   $ 236,378     $ 2,658,749      $ 6,239,461      $ 959,427      $ 369,725
                                                   =================================================================================




                                                                      Gross Carrying Amount
                                                                       At December 31, 2008
     Date                                              -----------------------------------------------   Accumulated
   Acquired                Description                   Land          Buildings           Total        Depreciation
---------------------------------------------------------------------------------------------------------------------
                                                                                             
    9/3/08     N. Las Vegas/Cheyenne                     1,144            4,074             5,218              41
    9/4/08     Las Vegas/Boulder HWY II                  1,151            4,277             5,428              43
   11/7/08     Wash DC / Bladensburg Rd NE               1,726            6,191             7,917              21
  12/23/08     East Palo Alto                            2,655            2,235             4,890               -

SELF-STORAGE FACILITY - EUROPE

   8/22/06     West London                               4,232           15,835            20,067           5,488

OTHER PROPERTIES

   2/16/96     Glendale/Western Avenue                   1,616           20,458            22,074          18,287
  12/13/99     Burlingame                                4,042            9,779            13,821           3,729
   4/28/00     San Diego/Sorrento                        1,023            3,740             4,763           1,466
   6/29/98     Pompano Bch/Center Port Circle              795            3,083             3,878           1,617
  12/30/99     Tamarac Parkway                           1,889            5,856             7,745           1,252
  12/29/00     Gardena                                   1,737            5,745             7,482           1,570
    4/2/02     Long Beach                                  886            6,599             7,485           1,135
   8/22/06     St. Peters (land)                         1,138                -             1,138               -
   8/22/06     Monocacy (land)                           1,386                -             1,386               -
   8/22/06     Dolfield (land)                             643                -               643               -
   8/22/06     Village of Bee Caves (land)                 544                -               544               -
   8/22/06     Fontana                                      99                -                99               -
   8/22/06     Lakewood 512 Business Park                4,437            7,940            12,377             865
   8/22/06     Olive Innerbelt Business Park               787            3,023             3,810             285
    3/7/07     Shur Corp / 700 Fairview Ave N            4,016           20,995            25,011           2,006

               Construction in Progress                      -           20,340            20,340               -
                                                   ---------------------------------------------------------------
                                                   $ 2,716,254      $ 7,511,108      $ 10,227,362     $ 2,405,473
                                                   ===============================================================


Note: Buildings are depreciated over a useful life of 25 years.

                                      F-91