SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 11-K


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

For the fiscal year ended December 31, 2008

                                       OR

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

For the transition period from  ____________  to  ____________.

Commission File Number:  001-33519
                         ---------

A.   Full title of the plan and the address of the plan, if different from that
     of the issuer named below:

                          PS 401(k) PROFIT SHARING PLAN
                               701 Western Avenue
                             Glendale, CA 91201-2349

B.   Name of issuer of the securities  held pursuant to the plan and the address
     of its principal executive office:

                                 PUBLIC STORAGE
                               701 Western Avenue
                             Glendale, CA 91201-2349











                          PS 401(k) PROFIT SHARING PLAN

                              FINANCIAL STATEMENTS
                            AND SUPPLEMENTAL SCHEDULE



                                TABLE OF CONTENTS

                                                                      Page



Report of Independent Registered Public Accounting Firm                  1


Financial Statements:

  Statements of Net Assets Available
    for Benefits at December 31, 2008 and 2007                           2

  Statement of Changes in Net Assets
    Available for Benefits for the year ended December 31, 2008          3

  Notes to Financial Statements                                     4 - 10


Supplemental Schedule:

  Schedule I - Schedule of Assets (Held at End of Year)                 11












             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Administrative Committee
PS 401(k) Profit Sharing Plan

We have audited the accompanying statements of net assets available for benefits
of PS 401(k)  Profit  Sharing  Plan as of December  31,  2008 and 2007,  and the
related  statement of changes in net assets  available for benefits for the year
ended December 31, 2008. These financial  statements are the  responsibility  of
the  Plan's  management.  Our  responsibility  is to express an opinion on these
financial statements 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 financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the  Plan's  internal  control  over  financial  reporting.  Our audits
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the purpose of expressing an opinion on the  effectiveness of the Plan's
internal  control  over  financial  reporting.  Accordingly,  we express no such
opinion. An audit also includes examining,  on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the net assets  available  for benefits of the Plan at
December  31,  2008 and 2007,  and the  change in its net assets  available  for
benefits for the year ended December 31, 2008, in conformity with U.S. generally
accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The  accompanying  supplemental  schedule of assets
(held at end of year) as of December  31,  2008,  is  presented  for purposes of
additional  analysis and is not a required part of the financial  statements but
is  supplementary  information  required by the  Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. This  supplemental  schedule is the  responsibility of the
Plan's management.  The supplemental schedule has been subjected to the auditing
procedures  applied  in our  audits  of the  financial  statements  and,  in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.

                                                           /s/ Ernst & Young LLP


Los Angeles, California
June 25, 2009




                          PS 401(k) PROFIT SHARING PLAN

                       STATEMENTS OF NET ASSETS AVAILABLE
                                  FOR BENEFITS





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

                                                                                
  ASSETS
  Investments at fair value.....................................  $73,385,538         $86,520,986

  Receivables:
     Participant contributions..................................      128,969             128,082
     Employer contributions.....................................      269,153             212,573
     Dividends receivable.......................................            -             216,994
     Due from broker............................................      815,998             164,333
                                                                  -------------       ------------
  Total receivables.............................................    1,214,120             721,982
                                                                  -------------       ------------

  Total assets..................................................   74,599,658          87,242,968

  LIABILITIES
  Due to broker.................................................      886,807              86,828
                                                                  -------------       ------------
  Total liabilities.............................................      886,807              86,828
                                                                  -------------       ------------
  Net assets reflecting investments at fair value...............   73,712,851          87,156,140

  Adjustment from fair value to contract value for fully
     benefit-responsive investment contracts....................      529,102              27,544
                                                                  -------------       ------------
  Net assets available for benefits.............................  $74,241,953         $87,183,684
                                                                  =============       ============



                            See accompanying notes.
                                       2




                          PS 401(k) PROFIT SHARING PLAN

                       STATEMENT OF CHANGES IN NET ASSETS
                             AVAILABLE FOR BENEFITS

                      For the Year Ended December 31, 2008

ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO:

      Investment income (loss):
        Net depreciation in fair value of investments......     $ (14,848,994)
        Interest income....................................           274,699
        Dividend income....................................         1,541,721
                                                                ---------------
                                                                  (13,032,574)
                                                                ---------------
      Contributions:
        Participant........................................         4,590,719
        Participant rollovers..............................           110,149
        Employer...........................................         2,325,559
                                                                ---------------
                                                                    7,026,427
                                                                ---------------
      Benefits paid to participants........................        (6,884,063)
      Administrative expenses..............................           (51,521)
                                                                ---------------
  Decrease in net assets available for benefits............       (12,941,731)
  Net assets available for benefits - beginning of year....        87,183,684
                                                                ---------------
  Net assets available for benefits - end of year..........     $  74,241,953
                                                                ===============

                            See accompanying notes.
                                       3




                          PS 401(k) PROFIT SHARING PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2008


1.       Description of the Plan
         -----------------------

         General
         -------

         The PS 401(k)  Profit  Sharing  Plan (the  "Plan")  encompasses  Public
         Storage,  PS Business  Parks,  Inc. and certain of their majority owned
         subsidiaries,  collectively, (the "Company"). The following description
         of the Plan  provides  only general  information.  Participants  should
         refer to the Plan documentation for a more complete  description of the
         Plan's provisions.

         The  Plan  is a  defined  contribution  plan  for  the  benefit  of all
         permanent  employees of the Company who have completed at least 30 days
         of service and are at least 21 years of age. The Plan is subject to the
         provisions of the Employee  Retirement  Income Security Act of 1974, as
         amended  ("ERISA").  Although it has not  expressed the intention to do
         so, the Company has the right to  terminate  the Plan  subject to ERISA
         provisions.   The  Plan   allows   interim   allocations   of   Company
         contributions  and  earnings  or  losses  of trust  fund  assets  among
         participants.

         The Company  appoints a committee to  administer  the Plan. At December
         31,  2008,  the  Plan  Administrative  Committee  is  comprised  of six
         officers  of the Company  with Wells Fargo Bank acting as Trustee  (the
         "Trustee").

         Other significant provisions of the Plan are as follows:

         Contributions
         -------------

         Employee  contributions  to  the  Plan  (voluntary  contributions)  are
         deferrals  of  the  employee's   compensation  made  through  a  direct
         reduction of  compensation  in each payroll  period.  During 2008, each
         eligible  participant could elect a pretax contribution rate from 1% to
         100% of their compensation, as defined in the Plan document, subject to
         the maximum annual elective deferral amount set by the Internal Revenue
         Code.   Participants   may   also   contribute   amounts   representing
         distributions  from other  qualified  benefit  or defined  contribution
         plans.

         The Company  contributes one dollar ($1.00) for each dollar deferred by
         a participant up to three percent (3%) of compensation,  as defined and
         subject to certain  limitations as described in the Plan document.  The
         Company also  contributes  an  additional  fifty cents ($0.50) for each
         dollar that each participant  defers in excess of three percent (3%) of
         compensation  up to five percent (5%) of  compensation.  The  Company's
         aggregate   contributions   are  limited  to  four   percent   (4%)  of
         compensation,   as  defined  and  subject  to  certain  limitations  as
         described in the Plan document.  Additional  amounts may be contributed
         at the discretion of the Company. No such additional contributions were
         made in 2008.

         Vesting
         -------

         Since January 1, 2005,  employee  deferrals and the Company's  matching
         contribution  are 100%  vested  and  non-forfeitable.  With  respect to
         Company  contributions  before  January  1,  2005,  each  participant's
         account became 10% vested  (non-forfeitable) after two years of service
         (as defined),  20% after three years of service and an  additional  20%
         for each additional year of service thereafter.

         Participants in the Shurgard Plan were always 100% vested in both their
         contributions and Shurgard's and the Company's matching  contributions.
         Participants  in the Shurgard Plan vest in the Shurgard  profit sharing
         contributions 33.34% after one year of service,  66.67% after two years
         of service and 100% vested after three years of service.

         Investment Options
         ------------------

         Since December 19, 2005, upon enrollment in the Plan, a participant may
         direct  their  contributions  and  holdings  in any  of  the  following
         investment options:

                                       4



                          PS 401(k) PROFIT SHARING PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2008


         1. Dodge & Cox International Stock Fund
         2. American Funds EuroPacific Growth Fund/R5
         3. American Funds Growth Fund of America/R5
         4. Oakmark Equity & Income I Fund
         5. PIMCO Total Return Institutional Fund
         6. Selected American Shares D
         7. T. Rowe Price Equity Income Fund
         8. T. Rowe Price Real Estate Fund (since October 31, 2006)
         9. Vanguard Explorer Admiral Fund
         10. Vanguard Extended Market Index Admiral Fund
         11. Vanguard Short Term Federal Admiral Fund
         12. Vanguard Windsor II Admiral Fund
         13. Vanguard 500 Index Admiral Fund (until January 1, 2007)
         14. Fidelity Contrafund (since January 1, 2007)
         15. Fidelity Diversified International Fund (since January 1, 2007)
         16. Fidelity Low Priced Stock Fund (since January 1, 2007)
         17. Fidelity Mid-Cap Stock Fund (since January 1, 2007)
         18. Fidelity  Managed  Income  Portfolio  Fund  (from  January  1, 2007
             through December 4, 2007)
         19. Wells Fargo Stable  Return Fund N6 (formerly  Fund S) (from January
             1, 2007 through June 23, 2008)
         20. Wells Fargo Stable Return Fund N4 (since June 23, 2008)
         21. Wells Fargo S&P 500 Index Fund HBP (since January 1, 2007)
         22. UBOC Stable Value B Fund (until December 4, 2007)
         23. Individually Directed Account

         Prior to  December  19,  2005,  participants  had the  option to direct
         contributions to the Company's securities. Effective December 19, 2005,
         participants  no  longer  had that  option.  Existing  holdings  of the
         Company's  securities  on  December  19,  2005,  were  either  held  or
         transferred to other Plan investment alternatives at the option of each
         participant (see Note 6 for disclosure of the remaining holdings in the
         Company's securities).

         Distributions from the Trust Fund
         ---------------------------------

         Distributions  of  each  participant's   vested  account  balance  upon
         severance or death are made in a single lump sum payment; however, upon
         severance if the  participant's  vested account balance exceeds $5,000,
         payment may be deferred at the election of the participant  until April
         1st of the calendar year in which the participant  reaches 70 1/2 years
         of age.

         Additionally, the Plan provides for hardship distributions (as defined)
         at the discretion of the Plan Administrative Committee.

         Generally, distributions are made no later than 60 days after the close
         of the Plan year in which the  participant  becomes  eligible  for such
         distributions.  Under certain  circumstances,  participants enrolled in
         the  Plan  on  or  before  December  31,  1983  may  elect  alternative
         distribution methods.

         Forfeited Accounts
         ------------------

         Forfeitures  of  profit  sharing  contributions  may be  used  (i) as a
         non-elective  allocation  to all eligible  Plan  participants,  (ii) to
         reduce the Company's safe harbor matching  contribution or (iii) reduce
         Plan  expenses.  During 2008, a total of $99,000 in non-vested  amounts
         was forfeited and is expected to be used to reduce Plan  administrative
         expenses for eligible Plan participants in future years.

                                       5


                          PS 401(k) PROFIT SHARING PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2008


         During  2008,  forfeitures  of profit  sharing  contributions  totaling
         $28,000  were used to restore  amounts  previously  forfeited by former
         Company  employees.  Also during 2008,  forfeitures  of profit  sharing
         contributions  totaling $20,000 were used to reduce Plan administrative
         expenses  for  eligible  Plan  participants.  These  amounts  represent
         forfeitures during Plan years 2007 and prior.

2.       Summary of Significant Accounting Principles
         --------------------------------------------

         Basis of Accounting
         -------------------

         The accompanying financial statements of the Plan have been prepared on
         the  accrual  basis  of  accounting  and are in  conformity  with  U.S.
         generally accepted accounting principles.

         Estimates
         ---------

         The  preparation  of  financial  statements  in  conformity  with  U.S.
         generally   accepted   accounting    principles   requires   the   Plan
         administrator to make estimates and assumptions that affect the amounts
         reported in the financial  statements and  accompanying  notes.  Actual
         results could differ from those estimates.

         Income Tax Status
         -----------------

         The Plan has received a determination  letter from the Internal Revenue
         Service dated March 13, 2003,  stating that the Plan is qualified under
         Section  401(a)  of  the  Internal   Revenue  Code  (the  "Code")  and,
         therefore,  the related  trust is exempt from  taxation.  Subsequent to
         this  determination  by the  Internal  Revenue  Service,  the  Plan was
         amended and restated.  Once qualified,  the Plan is required to operate
         in  conformity  with the Code to maintain its  qualification.  The plan
         administrator  believes the Plan is being  operated in compliance  with
         the applicable  requirements of the Code and, therefore,  believes that
         the Plan, as amended and restated is qualified and the related trust is
         tax exempt. The Company has indicated it will take the necessary steps,
         if any, to maintain the Plan's qualified status.

         Recently Issued Accounting Standards
         ------------------------------------

         In 2006, the FASB issued  Statement of Financial  Accounting  Standards
         No.  157,  Fair  Value  Measurements  ("SFAS  No.  157").  SFAS No. 157
         provides   guidance  for  using  fair  value  to  measure   assets  and
         liabilities. The standard expands required disclosures about the extent
         to which the Plan measures  assets and  liabilities at fair value,  the
         information  used to measure  fair value,  and the effect of fair value
         measurement on earnings.  SFAS No. 157 applies whenever other standards
         require (or permit) assets or liabilities to be measured at fair value.
         SFAS  No.  157  does  not  expand  the  use of  fair  value  in any new
         circumstances. The Company adopted SFAS No. 157 on January 1, 2008 (see
         Note 4).

         In April 2009, the FASB issued FASB Staff Position  157-4,  Determining
         Fair  Value  When the  Volume  and Level of  Activity  for the Asset or
         Liability Have  Significantly  Decreased and  Identifying  Transactions
         That Are Not Orderly ("FSP  157-4").  FSP 157-4  supersedes  FASB Staff
         Position  157-3,  Determining  the Fair Value of a Financial Asset When
         the Market for that Asset is not Active  ("FSP  157-3") and amends SFAS
         No. 157 to provide  additional  guidance on estimating  fair value when
         the  volume  and  level of  activity  for an asset  or  liability  have
         significantly  decreased in relation to normal market  activity for the
         asset or  liability.  FSP 157-4 also  provides  additional  guidance on
         circumstances  that may indicate that a transaction  is not orderly and
         on defining major  categories of debt and equity  securities in meeting
         the disclosure requirements of SFAS No. 157. FSP 157-4 is effective for
         reporting  periods ending after June 15, 2009. The Company is currently
         evaluating the effect that the provisions of FSP 157-4 will have on the
         Plan's financial statements.

                                       6


                          PS 401(k) PROFIT SHARING PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2008


         Investment Valuation and Income Recognition
         -------------------------------------------

         The Plan's  investments in Company  equity  securities and mutual funds
         are recorded at fair value as  determined by the quoted market price on
         the last business day of the plan year.  Common  collective  trusts are
         recorded  at fair  value  based on the fair  values  of the  underlying
         investments. The fair value of fully benefit-responsive  investment net
         asset value which reflects the contracts  included in common collective
         trust funds is calculated by  discounting  the related cash flows based
         on current yields of similar  instruments  with  comparable  durations.
         Participant  loans are  recorded  at their  outstanding  balance  which
         approximates fair value.

         Purchases and sales of securities  are recorded on a trade-date  basis.
         Interest  income  is  recorded  on the  accrual  basis.  Dividends  are
         recorded on the payment date.

         The common  collective  trusts that invest in fully  benefit-responsive
         investment contracts are recorded at fair value;  however,  since these
         contracts are fully  benefit-responsive,  an adjustment is reflected in
         the  statements  of net assets  available for benefits to present these
         investments  at  contract   value.   Contract  value  is  the  relevant
         measurement   attributable  to  fully   benefit-responsive   investment
         contracts  because  contract  value is the  amount  participants  would
         receive if they were to initiate permitted transactions under the terms
         of the Plan. The contract value represents contributions plus earnings,
         less participant withdrawals and administrative expenses.

3.       Investments
         -----------

         Effective  January  1,  2007,  Wells  Fargo  Bank  has  custody  of the
         investments under a non-discretionary trust agreement with the Plan.

         The following  presents the fair value of  investments  at December 31,
         2008 and 2007 that  represent  five  percent (5%) or more of the Plan's
         net assets available for benefits:

                                                         2008           2007
                                                    -------------  -------------
         Wells Fargo Stable Return Fund             $  9,453,960   $  9,153,640
         Mutual Funds:
              Oakmark Equity & Income I                9,818,966     12,952,359
              Wells Fargo S&P 500                      5,314,154      9,116,758
              The Growth Fund of America               4,812,628      7,955,821
              Vanguard Short Term Federal Admiral      4,024,295              *
         Public Storage Common Shares                 19,950,366     19,491,603
         Public Storage Equity Shares, Series A        4,067,136              *

         * Investment  was less than 5% of the Plan's net assets  available  for
           benefits at December 31, 2007.

         During  2008,  the Plan's  investments  (including  gains and losses on
         investments  bought  and  sold,  as  well  as  held  during  the  year)
         appreciated (depreciated) in value as follows:

                                                      2008
                                                 -------------
            Mutual funds........................ $(15,768,841)
            Common and equity securities........      919,847
                                                 -------------
                Total                            $(14,848,994)
                                                 =============

                                       7


                          PS 401(k) PROFIT SHARING PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2008


4.       The Plan adopted SFAS No. 157,  effective January 1, 2008. In addition,
         the Plan adopted FSP 157-3,  Determining  the Fair Value of a Financial
         Asset When the Market for That Asset Is Not Active,  upon its  issuance
         in October 2008.

         SFAS No. 157 defines fair value,  establishes a framework for measuring
         fair value and expands disclosures about fair value measurements.  Fair
         value is defined as the price that would be  received  to sell an asset
         or paid to  transfer  a  liability  in an orderly  transaction  between
         market participants at the measurement date (i.e., an exit price). SFAS
         No. 157 includes a fair value hierarchy that  prioritizes the inputs to
         valuation  techniques  used to measure fair value.  The hierarchy gives
         the highest priority to unadjusted  quoted prices in active markets for
         identical  assets and liabilities  (Level 1) and the lowest priority to
         unobservable  inputs  (Level  3).  The three  levels of the fair  value
         hierarchy under SFAS No. 157 are described below:

         Level 1 -  Valuation  is based on quoted  prices in active  markets for
         identical securities.

         Level 2 - Valuation is based upon other significant observable inputs.

         Level 3 -  Valuation  is based  upon  significant  unobservable  inputs
         (i.e.,  supported  by  little or no  market  activity).  Level 3 inputs
         include the Company's own assumption  about the assumptions that market
         participants would use in pricing the securities (including assumptions
         about risk).

         The level in the fair  value  hierarchy  within  which  the fair  value
         measurement  is classified  is determined  based the lowest level input
         that is significant to the fair value measure in its entirety.

         The  following  table  sets  forth by  level,  within  the  fair  value
         hierarchy,  the Plan's assets  carried at fair value as of December 31,
         2008:



                                     Assets at Fair Value as of December 31, 2008
                               ------------------------------------------------------------
                                    Level 1      Level 2       Level 3      Total
                               ------------------------------------------------------------

                                                               
Common and preferred stock       $25,030,759    $     -      $        -    $25,030,759
Common/collective trust funds     14,768,115          -               -     14,768,115
Mutual funds                      33,559,727          -               -     33,559,727
Participant loans (a)                      -          -          26,937         26,937
                               ------------------------------------------------------------
Total assets at fair value       $73,358,601    $     -      $   26,937    $73,385,538
                               ============================================================


         (a) The change in  participant  loans from $49,890 at December 31, 2007
             to $26,937 at December 31, 2008 is due entirely to participant loan
             repayments and defaults.


                                       8



                          PS 401(k) PROFIT SHARING PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2008


5.       Administration Fees
         -------------------

         For the Plan year ended December 31, 2008, the Plan paid to the Trustee
         a  quarterly  participant  fee of $2.50 per  eligible  participant  and
         certain transaction related expenses incurred for the administration of
         the Plan,  totaling  $51,521.  The Company  directly paid for all other
         Trustee fees and all other expenses related to the Plan.

6.       Related Party Transactions
         --------------------------

         Prior to December  19, 2005,  participants  had the option of directing
         contributions  to the  Company's  securities.  The  Company is the Plan
         sponsor as defined by the Plan document.  While  participants no longer
         have the option of directing contributions to the Company's securities,
         participants  can continue to hold such  investments  and the Plan held
         the following  shares in the Company's  securities  from  contributions
         prior to December 19, 2005:



                                               At December 31, 2008             At December 31, 2007
                                         -------------------------------    -----------------------------
                                             Shares        Fair Value         Shares         Fair Value
                                         -------------  ----------------    ------------  ---------------
                                                                              
Public Storage Common Shares                 250,948    $  19,950,366          265,517    $ 19,491,603
Public Storage Equity Shares, Series A       169,464        4,067,136          155,641       3,891,015
Public Storage Preferred Shares               12,234          239,187                -               -
PS Business Parks Common Stock                 8,653          386,443            8,864         465,803
PS Business Parks Preferred Stock              6,645          109,557                -               -
                                         -------------  ----------------    ------------  ---------------
Totals                                       447,944    $  24,752,689          430,022    $ 23,848,421
                                         =============  ================    ============  ===============


         Wells Fargo Stable Return Fund N4 and Wells Fargo Short Term Investment
         Fund G are  money  market  funds  offered  by the  Plan's  Trustee.  At
         December 31, 2008,  Plan  participants  held  $9,453,960  and $786,882,
         respectively, in these investment selections. Wells Fargo S&P 500 Index
         Fund N is an index fund  offered by the Plan's  Trustee that invests in
         equity  securities  of companies  that  comprise the S&P 500 Index.  At
         December 31, 2008, Plan participants held $5,314,154 in this investment
         selection.

                                       9



                          PS 401(k) PROFIT SHARING PLAN
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2008


7.       Risks and Uncertainties
         -----------------------

         The Plan  provides for  investment  in various  investment  securities.
         Investment  securities are exposed to various  risks,  such as interest
         rate,  market,  and credit risks.  Due to the level of risk  associated
         with certain investment securities,  it is at least reasonably possible
         that changes in the values of investment  securities  will occur in the
         near term and that such changes could materially  affect  participants'
         account balances and the amounts reported in the financial statements.

8.       Concentrations
         --------------

         Investments in the Company's securities comprised  approximately of 34%
         and 28% of the Plan's  total  investments  as of December  31, 2008 and
         2007, respectively.

9.       Plan Amendments
         ---------------

         Effective  January 1, 2008,  the Plan was  amended to  incorporate  the
         following changes:

             o The  definition  of  compensation  has been  revised  to  include
               certain  types  of  post-severance  payments  including  pay  for
               regular services performed, if such payments would have been paid
               prior to the employee's  severance from  employment,  and pay for
               unused  vacation,  sick  or  other  leave.
             o The  definition  of  hardship  withdrawals  has been  expanded to
               include  payments for certain  medical,  education  and burial or
               funeral expenses.
             o Participants  may choose to directly  rollover their  participant
               accounts  to a Roth IRA.  Prior to January 1, 2010,  participants
               may only select  this option if they fall with the income  limits
               of converting a traditional  IRA to a Roth IRA.  After January 1,
               2010, the income limits will no longer be applicable.

10.      Reconciliation of Financial Statements to Form 5500
         ---------------------------------------------------

         The following is a reconciliation  of net assets available for benefits
         per the financial statements to the Form 5500 as of December 31:



                                                                      2008             2007
                                                                 ---------------  ---------------
                                                                            
         Net assets available for benefits per the
           financial statements                                  $  74,241,953    $  87,183,684
         Less: Adjustment from fair value to contract value
           for fully benefit-responsive investment contracts          (529,102)         (27,544)
                                                                 ---------------  ---------------
         Net assets available for benefits per the Form 5500     $  73,712,851    $  87,156,140
                                                                 ===============  ===============


                                       10




                            SUPPLEMENTAL INFORMATION

                                   SCHEDULE I

                          PS 401(k) PROFIT SHARING PLAN
                              SCHEDULE H, LINE 4i -
                    SCHEDULE OF ASSETS (HELD AT END OF YEAR)
                                December 31, 2008

                   Employer Identification Number: 95-3551121
                                Plan Number: 001



(a)                          (b)                                        (c)                              (e)

                                                          Description of investment including
          Identity of issue, borrower, lessor, or           maturity date, rate of interest,             Current
                       similar party                        collateral, par or maturity date              Value
        -----------------------------------------   ---------------------------------------------   -----------------
                                                                                                
*       Wells Fargo                                  Wells Fargo Stable Return Fund N4                $  9,453,961
*       Wells Fargo                                  Wells Fargo Short Term Investment Fund G              786,883
*       Wells Fargo                                  Wells Fargo S&P 500 Index Fund N                    5,314,154
        Dodge & Cox Funds                            Dodge & Cox International Stock Fund                1,634,438
        American Funds                               EuroPacific Growth Fund                               602,617
        American Funds                               The Growth Fund of America                          4,812,628
        Fidelity Investments                         Fidelity Contra Fund                                  568,716
        Fidelity Investments                         Fidelity Diversified International Fund               619,685
        Fidelity Investments                         Fidelity Low Price Stock Fund                         345,208
        Fidelity Investments                         Fidelity Mid-Cap Stock Fund Spartan                   542,937
        The Oakmark Funds                            Equity & Income I Fund                              9,818,966
        PIMCO Funds                                  PIMCO Total Return Institutional Fund               3,191,097
        Selected American Funds                      Selected American D Fund                            1,415,651
        T. Rowe Price                                T. Rowe Price Equity Income Fund                      509,256
        T. Rowe Price                                T. Rowe Price Real Estate Fund                        727,184
        The Vanguard Group Mutual Funds              Explorer Admiral Fund                               1,588,172
        The Vanguard Group Mutual Funds              Extended Market Index Admiral Fund                    419,255
        The Vanguard Group Mutual Funds              Short Term Federal Admiral Fund                     4,024,295
        The Vanguard Group Mutual Funds              Windsor II Admiral Fund                             1,626,460
*       Public Storage                               Company common shares                              19,950,366
*       Public Storage                               Company equity shares                               4,067,136
*       Public Storage                               Company preferred shares                              239,187
*       PS Business Parks, Inc.                      Company common stock                                  386,443
*       PS Business Parks, Inc.                      Company preferred stock                               109,557
        Individually directed accounts               Various investment securities                         604,349
*       Participant loans                            Interest rates from 5.0% to 8.75%, due
                                                     through October 2015                                   26,937
                                                                                                    -----------------
        Total Investments                                                                             $ 73,385,538
                                                                                                    =================


*        Indicates  a  party-in-interest  of the  Plan.
         Note: As all Plan  investments  are  participant  directed,  column (d)
         providing certain participant  directed transaction cost information is
         not applicable and has been omitted.


                                       11






            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the  incorporation by reference in the  Registration  Statement in
Post-effective Amendment No. 1 on Form S-8 to the Registration Statement on Form
S-4 (No.  333-141488)  for the  registration  of  common  shares  of  beneficial
interest  pertaining to the PS 401(k) Profit  Sharing Plan of Public  Storage of
our report dated June 25, 2009,  with respect to the  financial  statements  and
schedule of the PS 401(k)  Profit  Sharing Plan  included in this Annual  Report
(Form 11-K) for the year ended December 31, 2008.


                                                           /s/ Ernst & Young LLP



Los Angeles, California
June 25, 2009





                                       12




                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.

                                        PS 401(k) PROFIT SHARING PLAN

Date: June 25, 2009

                                        By: /s/ Candace Krol
                                            ----------------------------------
                                            Candace Krol
                                            Chairman, Administrative Committee