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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 ET AL

(Last)

(First)

(Middle)

C/O PUBLIC STORAGE

701 WESTERN AVE

(Street)

GLENDALE

91201-2349

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Public Storage [ PSA ]

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

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2008

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)
Common Stock								11,204,181⁽⁸⁾	I	As Trustee⁽¹⁾
Common Stock								449,000	I	GRAT⁽³⁾
Common Stock	10/07/2008		J⁽¹¹⁾		500,000⁽⁸⁾	D	⁽¹¹⁾	0	I	By LLC⁽²⁾⁽⁴⁾
Common Stock								1,427	I	By IRA⁽⁵⁾
Common Stock								1,000,000	I	By GRAT⁽⁶⁾
Common Stock	10/07/2008		J⁽¹²⁾		1,500,000⁽⁸⁾	D	⁽¹²⁾	0	I	By LLC⁽²⁾⁽⁹⁾
Common Stock								400,000	I	By LLC⁽¹⁰⁾
Common Stock								562,489.7433	I	By 401(k) Plan⁽⁷⁾
Depositary Shares Representing Equity Stock								52,547	I	As Trustee⁽¹⁾
Depositary Shares Representing Equity Stock								46	I	By IRA⁽⁵⁾
Depositary Shares Representing Equity Stock								10,449.6441	I	By 401(k) Plan⁽⁷⁾

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)

Explanation of Responses:

1. By B. Wayne Hughes, trustee for B.W. Hughes Living Trust dated 6/3/77 (the "Living Trust").

2. Entities described in notes (4) and (9) below are owned by the Northern Trust Company of Delaware, trustee for B. Wayne Hughes 2008 Irrevocable Intervivos Trust ("NTCD").

3. By B. Wayne Hughes, trustee of Wayne Hughes 9-05 Annuity Trust.

4. Shares held by American Commercial Equities Two, LLC ("ACE" 2"), of which NTCD is the sole member.

5. By custodian of an IRA for the reporting person's benefit.

6. By B. Wayne Hughes, trustee of Wayne Hughes 6-07 Annuity Trust.

7. 401(k) plan units that represent interests in common stock; based on plan information as of October 6, 2008.

8. Reflects the following downward adjustments to shares previously reported as owned by the reporting person: an additional 100,000 shares previously owned by the Living Trust were contributed to American Commercial Equities Two, LLC and an additional 300,000 shares previously owned by the Living Trust were contributed to American Commercial Equities Three, LLC.

9. Shares held by American Commercial Equities Three, LLC, of which NTCD is the sole member.

10. Shares held by Japanese Village, LLC, of which the reporting person is the sole member.

11. Represents private sale by NTCD of all of the securities of ACE 2, which is wholly owned by NTCD. ACE 2 owns substantial assets in addition to the shares of Issuer.

12. Represents private sale by NTCD of all of the securities of ACE 3, which is wholly owned by NTCD. ACE 3 owns substantial assets in addition to the shares of Issuer.

	/s/ David Goldberg, Attorney in Fact	10/09/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.