ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 23, 2009, PS Business Parks, Inc. (the "Company") issued a press release announcing the election by the Board of Directors of the Company of Jennifer Holden Dunbar as a member of the Board of Directors of the Company. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K.

There is no arrangement or understanding pursuant to which Ms. Dunbar was nominated or elected as a director, and there have been no transactions, either since the beginning of the Company's last fiscal year or that are currently proposed, regarding Ms. Dunbar that are required to be disclosed pursuant to Item 404(a) of SEC Regulation S-K. Ms. Dunbar has not been appointed to committees of the Board of Directors at this time.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective February 23, 2009, the Company's Board of Directors amended the second sentence of Section 2 of Article IV of the Company's Bylaws to read as follows:

"The exact number of directors shall be nine (9) until changed within the limits specified above, by a bylaw amending this section 2, duly adopted by the board of directors or by the shareholders."