FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MCFAUL WILLIAM A
   2. Issuer Name and Ticker or Trading Symbol
PS BUSINESS PARKS INC/CA [PSB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
(Last)
(First)
(Middle)
701 WESTERN AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
03/15/2004
(Street)

GLENDALE, CA 91201-2397		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/15/2004   A   1,500 A (4) 6,860 (1) D  
Common Stock 03/15/2004   D   600 D $ 44.2 (5) 6,260 (1) D  
Common Stock               408.379 (2) I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (3) $ 31.66             01/10/2005 01/10/2013 Common Stock 1,000   1,000 D  
Stock Option (right to buy) (3) $ 31.66             01/10/2006 01/10/2013 Common Stock 1,000   1,000 D  
Stock Option (right to buy) (3) $ 31.66             01/10/2007 01/10/2013 Common Stock 1,000   1,000 D  
Stock Option (right to buy) (3) $ 31.66             01/10/2008 01/10/2013 Common Stock 1,000   1,000 D  
Stock Option (right to buy) (3) $ 32.85             02/19/2005 02/19/2012 Common Stock 8,334   8,334 D  
Stock Option (right to buy) (3) $ 26.71             09/21/2004 09/21/2011 Common Stock 3,334   3,334 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCFAUL WILLIAM A
701 WESTERN AVENUE
GLENDALE, CA 91201-2397		       Vice President  

Signatures

 /s/ David Goldberg, Attorney in Fact   03/15/2004
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 10 shares of Common Stock with the balance in restricted stock units.
(2) Based on plan information as of March 3, 2004.
(3) Stock Options granted pursuant to the 1997 Stock Option and Incentive Plan (the "Plan").
(4) Restricted stock units granted on the transaction date which vest 20% on each of the second, third, fourth, fifth and sixth anniversaries.
(5) Restricted stock units cancelled in consideration for a payment to me of $44.20 per share.

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