SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HUGHES B WAYNE JR

(Last)

(First)

(Middle)

C/O PUBLIC STORAGE, INC.

701 WESTERN AVENUE

(Street)

GLENDALE

91201-2349

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PUBLIC STORAGE INC /CA [ PSA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Depositary Shares Representing Equity Stock								2,953	I	By children⁽¹⁰⁾
Common Stock								10,275.5	I	By children⁽¹⁰⁾
Common Stock								11,348	D⁽¹⁾
Common Stock								4,306,709	D
Common Stock								25,692	I	By wife as custodian⁽²⁾
Common Stock								3,390	I	Custodian⁽³⁾
Common Stock								8,506	I	Custodian⁽⁴⁾
Common Stock								233	I	By wife IRA⁽⁵⁾
Common Stock								344	I	By wife⁽⁶⁾
Common Stock								1,231	I	By IRA⁽⁷⁾
Common Stock								17,890	I	By wife as custodian⁽⁸⁾
Common Stock								38,289.35	I	By 401(k) Plan⁽⁹⁾
Common Stock	09/06/2006		S⁽¹¹⁾		93,090⁽¹¹⁾	D	$86.8391	68,910⁽¹¹⁾	I	By son⁽¹¹⁾
Common Stock	09/07/2006		S⁽¹¹⁾		25,410⁽¹¹⁾	D	$86.2703	43,500⁽¹¹⁾	I	By son⁽¹¹⁾
Common Stock	09/06/2006		S⁽¹²⁾		93,090⁽¹²⁾	D	$86.8391	68,910⁽¹²⁾	I	By daughter⁽¹²⁾
Common Stock	09/07/2006		S⁽¹²⁾		25,410⁽¹²⁾	D	$86.2703	43,500⁽¹²⁾	I	By daughter⁽¹²⁾
Depositary Shares Representing Equity Stock								43	D⁽¹⁾
Depositary Shares Representing Equity Stock								32,159	D
Depositary Shares Representing Equity Stock								772	I	By wife as custodian⁽²⁾
Depositary Shares Representing Equity Stock								96	I	Custodian⁽³⁾
Depositary Shares Representing Equity Stock								213	I	Custodian⁽⁴⁾
Depositary Shares Representing Equity Stock								7	I	By wife IRA⁽⁵⁾
Depositary Shares Representing Equity Stock								11	I	By wife⁽⁶⁾
Depositary Shares Representing Equity Stock								40	I	By IRA⁽⁷⁾
Depositary Shares Representing Equity Stock								581	I	By wife as custodian⁽⁸⁾
Depositary Shares Representing Equity Stock								2,314.912	I	By 401(k) Plan⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽¹³⁾	$60.06							05/05/2006	05/05/2015	Common Stock	2,500		2,500	D

Explanation of Responses:

1. By Tamara Hughes Gustavson and B. Wayne Hughes, Jr. - Separate Property.

2. By wife as custodian for daughter.

3. By reporting person as custodian for son.

4. By reporting person as custodian for daughter.

5. By custodian of an IRA for benefit of wife.

6. By wife.

7. By custodian of an IRA for benefit of reporting person.

8. By wife as custodian for son.

9. Based on plan information as of September 7, 2006.

10. 50% interest in H-G Family Corporation, which holds 20,551 shares of Common Stock and 5,906 Depositary Shares.

11. A trust for benefit of reporting person's son owns 30% interest in American Commercial Equities LLC ("ACE"). On September 6 and 7, 2006, ACE sold a total of 310,300 shares of Common Stock and 84,700 shares of Common Stock, respectively.

12. A trust for benefit of reporting person's daughter owns 30% interest in ACE. On September 6 and 7, 2006, ACE sold a total of 310,300 shares of Common Stock and 84,700 shares of Common Stock, respectively.

13. Stock Options granted pursuant to the 2001 Stock Option and Incentive Plan; options vest in 3 equal annual installements beginning 1 year from grant date.

	/s/ David Goldberg, Attorney in Fact	09/07/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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