UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

Current Report Pursuant to Section 13 or 15 (d) of

The Securities Exchange Act of 1934

_____________________

Date of Report (Date of earliest event reported): ~~June~~August 3022, 2011

Public Storage Properties, Ltd. ~~(Exact Name of Registrant as Specified in its Charter)~~

California	0-8667	95-3196921
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)

California	0-8667	95-3196921
(State or Other jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification Number)


701 Western Avenue, Glendale, California	91201-2349
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (818) 244-8080

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

x o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 2.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~Public~~As ~~Storage~~previously ~~Properties~~reported, ~~Ltd.,~~on aJune ~~California limited partnership (the “Partnership”)~~30, ~~has entered into an Agreement and Plan of Reorganization by and among~~2011, ~~inter~~Public ~~alia~~Storage, Public Storage Properties, Ltd. (the “Partnership”) and Public Storage Properties Merger Co., Inc. (“Merger Sub”), ~~dated~~among ~~as of June 30~~others, ~~2011~~entered ~~(the~~into “an Agreement and Plan of Reorganization”). ~~Upon~~ ~~consummation~~On ofAugust ~~the~~23, ~~transactions~~2011, ~~contemplated~~Merger bySub ~~the~~merged ~~Agreement~~with and ~~Plan~~into ofthe ~~Reorganization,~~Partnership. Pursuant ~~Merger~~to ~~Sub~~the ~~will~~merger, ~~merge~~the ~~with~~Partnership’s ~~and~~outstanding ~~into~~units ~~the~~held ~~Partnership~~by ~~and~~its limited partners (other than Public Storage and its consolidated affiliates), ~~holding~~as ~~each~~well ofas the ~~Partnership’s~~general ~~outstanding~~partnership ~~units~~interests ~~will~~held ~~have~~by ~~their~~B. ~~units~~Wayne Hughes and his affiliates, were converted into the right to receive a total of approximately $35.4 million into ~~value~~be ofpaid in Public Storage common shares or, at ~~the~~each ~~limited~~ partner’s election, in cash, ~~and~~(the ~~thereafter~~“Merger Consideration”). The amount of Merger Consideration was determined based upon the appraised value of the Partnership ~~will~~properties beas ~~dissolved~~determined by a third party appraiser and the book value of the Partnership’s other assets. In ~~The~~accordance with the Agreement and Plan of Reorganization, the value of Public Storage ~~affiliates,~~common ~~including~~shares issued in the ~~Hughes~~merger ~~family~~is ~~and~~based ~~affiliates~~on $117.15 per share, ~~have~~which ~~indicated~~is ~~that~~the ~~they~~average ~~intend~~closing toprice ~~elect~~of ~~cash~~Public soStorage ~~that~~common shares during the 20 trading days ending on August 16, 2011. Approximately $11.1 million of Public Storage common shares will be issued in the merger, ~~will~~and, ~~not~~due ~~exceed~~to athe ~~value~~election of certain of the partners to receive cash, approximately $1724.93 million will be paid in cash.

The ~~merger~~foregoing ~~and~~description of the Agreement and Plan of Reorganization ~~have~~is ~~been~~only ~~approved~~a bysummary, ~~limited~~does ~~partners,~~not ~~including~~purport ~~Public~~to ~~Storage~~be complete and B.is ~~Wayne~~qualified ~~Hughes~~in ~~and~~its ~~members~~entirety ofby ~~his~~reference ~~family,~~to ~~holding~~ the ~~requisite~~full ~~percentage~~text of ~~outstanding~~the ~~units. Accordingly,~~Agreement ~~no proxies are being solicited~~ and ~~other~~Plan ~~limited~~of ~~partners are not being asked to vote on the proposed merger~~Reorganization. The ~~merger~~Agreement isand ~~conditioned~~Plan ~~on, among other things, the effectiveness~~ of aReorganization ~~registration~~is ~~statement to be~~ filed byas ~~Public~~Exhibit ~~Storage~~2.1 ~~under~~of the ~~Securities~~Partnership’s ~~Act~~Current ~~and~~Report ~~certain~~on ~~other~~Form ~~customary~~8-K ~~closing~~filed ~~conditions.~~with ~~Availability of financing for~~ the ~~merger~~SEC ison ~~not~~July a5, ~~condition~~2011 toand ~~the~~is ~~parties’~~incorporated ~~obligations~~herein toby ~~close~~reference.

~~The~~ Before ~~foregoing~~the ~~description~~merger, Public Storage and B. Wayne Hughes, a member of the ~~Agreement~~Board of Trustees of Public Storage and ~~Plan~~former chairman of ~~Reorganization~~the isBoard, ~~only~~were athe ~~summary~~general partners of the Partnership, ~~does~~and ~~not~~Public ~~purport~~Storage, tothe befamily ~~complete~~of B. Wayne Hughes and istheir ~~qualified~~respective affiliates collectively held a majority of the units in ~~its~~the ~~entirety~~Partnership byand ~~reference~~controlled the voting decisions with respect to the ~~full~~Partnership. As ~~text~~a result of the ~~Agreement~~merger, Public Storage (i) holds all the general partnership interests in the Partnership and ~~Plan~~(ii) ofthrough ~~Reorganization~~a wholly-owned subsidiary, ~~which~~holds isall ~~filed~~of asthe ~~Exhibit~~Partnership 2units.1 ~~hereto~~Following the merger, ~~and~~Public isStorage ~~incorporated~~expects ~~herein~~to bydissolve ~~reference~~the Partnership.

~~Robert A~~Item 3.03 ~~Stanger~~Material &Modification ~~Co. (“Stanger”) serves as the financial advisor~~ to ~~the~~Rights ~~Partnership. On June 30, 2011, Stanger delivered a written opinion to the board~~ of ~~trustees~~Security of Public Storage, which is a general partner of the Partnership, to the effect that, as of the date of the opinion and subject to the limitations contained therein, from a financial point of view, the consideration to be offered to the holders of the units (other than Public Storage and the family of BHolders. ~~Wayne Hughes) is fair to such holders.~~

The ~~Agreement~~information ~~and~~set ~~Plan~~forth ofin ~~Reorganization~~Item ~~has been attached as an exhibit to provide investors and security holders with information regarding its terms~~2.01 It is ~~not~~incorporated intended to provide any other factual information about the parties or any of their respective affiliates or businesses. The representations, warranties and covenants contained in the Agreement and Plan of Reorganization were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by ~~the~~reference ~~contracting~~into ~~parties.~~this ~~The~~Item representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement and Plan of Reorganization instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors3.03.

~~Investors~~As ~~and~~a ~~security~~result ~~holders are not third-party beneficiaries under the Agreement and Plan~~ of ~~Reorganization and should not rely on~~ the ~~representations,~~consummation ~~warranties and covenants or any descriptions thereof as characterizations~~ of the ~~actual state of facts or condition of the parties or any of their respective affiliates or businesses. Moreover~~merger, the ~~assertions~~Partnership’s ~~embodied~~outstanding inunits ~~the~~(held ~~representations and warranties contained in the Agreement and Plan of Reorganization are qualified~~ by ~~information~~limited inpartners aother ~~disclosure~~than ~~schedule~~Public ~~that~~Storage ~~the parties have exchanged. Accordingly, investors~~ and ~~security~~its ~~holders~~consolidated ~~should not rely on the representations and warranties as characterizations of the actual state of facts of the parties or any of their respective~~ affiliates) orwere ~~businesses.~~converted ~~Moreover,~~into ~~information~~a ~~concerning~~right ~~the~~to ~~subject~~receive ~~matter of~~ the ~~representations~~Merger ~~and warranties may change after the date of the Agreement and Plan of Reorganization, which subsequent information may or may not be fully reflected in the Partnership’s public disclosures~~Consideration.

~~Important~~Item 5.02 ~~Additional~~Departure ~~Information~~of ~~will~~Directors beor ~~Filed~~Certain ~~with~~Officers; ~~the~~Election ~~SEC:~~of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the ~~proposed~~consummation ~~transaction,~~of ~~Public Storage filed a registration statement with~~ the ~~SEC.~~merger, ~~INVESTORS~~on ~~AND~~August ~~SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT FILED ON JULY 1~~23, 2011 ~~AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PUBLIC STORAGE~~, ~~THE~~B. ~~PROPOSED~~Wayne ~~TRANSACTION~~Hughes ~~AND~~resigned ~~RELATED~~as ~~MATTERS.~~a ~~The~~general ~~final~~partner ~~prospectus~~of ~~statement~~the ~~will~~Partnership bepursuant ~~mailed~~ to ~~the~~a ~~Partnership’s~~separate ~~limited partners~~agreement.

~~Investors~~Item 5.03 ~~and~~Amendments ~~security holders will be able~~ to ~~obtain~~Articles ~~free copies~~ of ~~these~~Incorporation ~~documents~~or ~~when~~Bylaws; ~~they~~Change ~~become~~in ~~available~~Fiscal ~~through the website maintained by the SEC at www~~Year.sec.gov. In addition, the documents filed with the SEC may be obtained free of charge by directing such requests to Investor Services, Public Storage, 701 Western Ave., Glendale, California 91201-2349; telephone 818-244-8080.

The completion of the merger was conditioned on the adoption of an amendment to the Partnership’s Amended Certificate and Agreement of Limited Partnership. The amendment, which became effective on August 22, 2011, adds a provision expressly authorizing the merger provided that the merger is approved by a vote of limited partners owning more than 50% of the Partnership units.

Item 7.01 Regulation FD Disclosure.

As previously disclosed, a putative class action lawsuit has been brought in California state court against, among others, Public Storage and B. Wayne Hughes, alleging, among other things, that the merger provides for insufficient consideration for the relevant units of limited partnership interest and seeking to enjoin the closing of the mergers. Plaintiff's application for a temporary restraining order to enjoin the closing of the mergers has been denied by the court. The litigation remains pending.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 2.1Agreement and Plan of Reorganization by and among, inter alia, Public Storage, Public Storage Properties, Ltd., and Public Storage Properties Merger Co., Inc., dated as of June 30, 2011.

Exhibit 2.1—		Agreement and Plan of Reorganization by and among, inter alia, Public Storage, Public Storage Properties, Ltd., and Public Storage Properties Merger Co., Inc., dated as of June 30, 2011. Filed with the Registrant’s Current Report on Form 8-K dated June 30, 2011 and incorporated by reference herein.
Exhibit 3.1—		Amendment to Amended Certificate and Agreement of Limited Partnership dated as of August 22, 2011. Filed herewith.

SIGNATURES

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

Date: ~~July~~August 524, 2011

~~PUBLIC~~Public ~~STORAGE~~Storage ~~PROPERTIES~~Properties, ~~LTD~~Ltd. BYBy: ~~Public~~PUBLIC ~~Storage~~STORAGE ~~General~~GENERAL ~~Partner~~PARTNER BYBy: /s/ Stephanie Heim Stephanie Heim Vice President

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