8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OF 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 23, 2002

                           IRON MOUNTAIN INCORPORATED
                           --------------------------
             (Exact name of registrant as specified in its charter)

                                  PENNSYLVANIA
                 (State or other jurisdiction of incorporation)

       1-13045                                           23-2588479
(Commission File Number)                      (IRS Employer Identification No.)


                               745 Atlantic Avenue
                           Boston, Massachusetts 02111
                       -----------------------------------
          (Address of principal executive offices, including zip code)

                                 (617) 535-4766
                             -----------------------
              (Registrant's telephone number, including area code)





ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS

       On December 23, 2002, J. Peter Pierce, a member of the Board of Directors
of Iron Mountain Incorporated (the "Company") tendered his resignation as a
director effective immediately. A copy of Mr. Pierce's letter of resignation is
attached as Exhibit 17.1. By letter to Mr. Pierce dated December 20, 2002, the
Company's directors had requested that Mr. Pierce resign as a director (the
"Board's Letter"). A copy of the Board's Letter is attached hereto as Exhibit
99.1.

       Mr. Pierce stated in his resignation letter that he was not resigning as
a result of the Board's Letter. Instead, Mr. Pierce stated that his resignation
was prompted by his disagreement as to certain procedures followed by the
Company, and the Board, in respect of the Company's disputes with Mr. Pierce,
which include pending litigation and arbitration proceedings against him related
to Mr. Pierce's alleged involvement with and support of Sequedex LLC
("Sequedex"), which has been previously disclosed by the Company. Mr. Pierce
contends that the actions taken against him were not authorized by the Board of
Directors and that the Company did not adequately disclose its actions with
regard to Mr. Pierce. Mr. Pierce also states that his resignation from the Board
will enable him to pursue shareholders' rights with other interested
shareholders to ensure that Iron Mountain is governed and managed properly.
Finally, Mr. Pierce objected to the Company's involvement with Mr. Carr, a
business associate of Mr. Pierce, and of the failure of the Company to disclose
a lawsuit between Mr. Carr and Mr. Pierce.

       The Company does not agree with Mr. Pierce's position and certain of his
factual statements. When the Company's management began receiving information in
the autumn of 2000 that Sequedex had been established by certain former
executives of Pierce Leahy Corp. (some of which had noncompetition agreements
with the Company), and also that Mr. Pierce was directly involved with Sequedex,
management directed the Company's outside counsel to conduct a confidential,
discreet investigation of these matters under the direction of Mr. Reese and the
members of the Company's Executive Committee other than Mr. Pierce. As a result
of counsel's confidential investigation (which included certain information from
Mr. Carr, referred to in Mr. Pierce's resignation letter) and discovery in
lawsuits against certain former employees of the Company and Sequedex, the
Company's management and members of its Board of Directors other than Mr. Pierce
concluded that Mr. Pierce had breached noncompetition and nonsolicitation
agreements with, as well as his fiduciary obligations to, the Company, both
directly and indirectly, by reason of his involvement with and support of
Sequedex. In order to preserve the confidential character of the investigation,
as well as to prevent the potential destruction of evidence and the premature or
inaccurate disclosures of these matters, the Company's management and the
members of its Board of Directors met informally on several occasions. The
Company believes that its procedures were appropriate, given the unusual
circumstances in the situation. As a result of the information that came to the
attention of the Company's management and Board, the Company, on March 28, 2002,
initiated a civil action against Mr. Pierce and others in the Superior Court of
New Jersey, Middlesex County, Chancery Division, and subsequently, on April 15,
2002, initiated an arbitration proceeding against Mr. Pierce, as previously
dislcosed by the Company. The Company's efforts to resolve its disputes with Mr.
Pierce, Sequedex and the other defendants were rejected.

       The Company disagrees with Mr. Pierce's characterization of its dealings
with Mr. Carr, who first approached the Company's management in the autumn of
2001 with information that, among other things, Mr. Pierce, who had acquired a
controlling interest in Mr. Carr's transportation, warehousing and logistics
company earlier that year, was utilizing that company surreptitiously to provide
employee support, transportation services and advertising for Sequedex. The
information provided by Mr. Carr was consistent with other information that had
come to management's attention as a result of the investigation and discovery
described above. On April 9, 2002, after the Company was notified that Mr. Carr
had commenced an independent lawsuit against Mr. Pierce, management concluded
that it was in the best interests of the Company and its stockholders to provide
$50,000 in financial support to Mr. Carr's counsel in order to ensure that the
facts relating to certain of Mr. Pierce's actions in derogation of his
contractual and fiduciary obligations to the Company were fully developed.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS





(c)  Exhibits.

Exhibit No.       Item

17.1        Letter, dated December 23, 2002, from J. Peter Pierce to C. Richard
            Reese and the Board of Directors.

99.1        Letter, dated December 20, 2002, from the Board of Directors to J.
            Peter Pierce.






                                   SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                         IRON MOUNTAIN INCORPORATED
                                         (Registrant)

                                         By: /s/ GARRY B. WATZKE
                                            -----------------------------------
                                            Name:  Garry B. Watzke
                                            Title: Vice President and Secretary


Date: December 26, 2002

EX-17.1

                                                                    EXHIBIT 17.1


                                                     December 23, 2002

C. Richard Reese
Chairman and CEO
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, MA  02111


Dear Mr. Reese and Fellow Directors:

       Effective immediately I am tendering my resignation as a member of the
Board of Directors of Iron Mountain. I do so not because of your letter of
December 20, 2002, in which you asked me to resign, but for reasons that were
disclosed to me during the past two weeks, particularly through the sworn
testimony of Vin Ryan, yourself, John Kenny and Gary Watzke.

       At the conclusion of Vin Ryan's deposition on December 11, 2002, our
counsel advised Larry Varn that lawsuits would be filed against Iron Mountain
and certain members of its Board by Monday, December 16, 2002, the date of your
deposition. Therefore you, through Mr. Varn, were clearly aware of our intent to
file the lawsuits. In addition, the filings on that date had nothing to do with
the fact that the company was selling senior subordinated notes. You were well
aware that the notes were priced before the filing of the lawsuits and the
publicity surrounding same. In publicizing the dispute between me and certain
directors in the company, I was simply putting out there my side of the story.
You had no qualms by publicly disclosing the lawsuit against me so I was simply
following your procedures with respect to disclosing to the public the legal
issues between us.

       My resignation from the Board will enable me to pursue shareholders'
rights with other interested shareholders in seeing to it that Iron Mountain is
governed and managed properly. Board meetings that are held in violation of the
bylaws should not be countenanced. Actions taken by "rump" sessions of the Board
without notice to all Board members should not be authorized. If there are
issues that exist with any Board members, special committees should be formed
and authorized to investigate. This did not happen at Iron Mountain at any time.
No minutes were taken of the so-called surreptitious "Board meetings". The
unauthorized nature of certain "Board actions" has been confirmed under oath by
your general counsel Gary Watzke.

       It is also now clear that on March 27, 2002, the Executive Committee met
and purported to authorize the lawsuit that was filed against me the next day in
New Jersey state court, even though the Board had never given the Executive
Committee this authority at a duly authorized meeting of which I received
notice. Interestingly, even though the "Board," as of March 5th, had purported
to authorize the lawsuit against me, no disclosure of that "fact" was made by
you in your note to the shareholders in the 2001 Annual Report, dated March 20,
2002, nor was there any mention of my alleged secret investment in Sequedex in
the description of me as a Board member, that was set forth therein. In
addition, there was no disclosure in the legal proceeding section of the first
quarter Form 10-Q concerning the litigation filed against me as a material
proceeding adverse to Iron Mountain. I simply will not be a part of a Board that
attempts to conduct business in such a surreptitious and improper manner.

       Your association with Thomas Carr, a shareholder of Logisteq, in which I
lost substantial sums of money, was shocking to me. After being made aware that
Mr. Carr was indicted, it was you Mr. Reese who authorized the payment of
$50,000 to Carr and his attorneys to fund his lawsuit against me. This was a
lawsuit in which you had no independent knowledge as to its merits and in the
words of Vin Ryan, if it would help the action against me, then he for one was
for it. We believe this lawsuit, funded by Iron





Mountain, also should have been disclosed in the Company's Form 10-Qs. Mr. Ryan
also acknowledges under oath that he was not aware of any payment made to Mr.
Carr or his attorneys until the day before his deposition, which was taken two
weeks ago.

       In short, I will not be part of a Board that is chaired by you and
condones these types of actions. These are exactly the evils that the Sarbanes
Oxley Act was designed to address. It is clear from the sworn testimony that
Iron Mountain's Board is not independent and is dominated and controlled by
certain individuals.

       Pursuant to the Item 6 of Form 8-K, I demand that Iron Mountain make
immediate disclosure of my disagreements with the Iron Mountain Board set forth
in this letter and my resignation from the Board.

                                         Sincerely,


                                         /s/ J. Peter Pierce
                                         --------------------------------------
                                         J. Peter Pierce


JPP

cc:      All Members of Iron Mountain Board of Directors

EX-99.1

                                                                    EXHIBIT 99.1

December 20, 2002



J. Peter Pierce                                   BY TELECOPIER:  (610) 862-2120
Eight Tower Bridge, Suite 140                     ------------------------------
161 Washington Street                             AND OVERNIGHT DELIVERY
Conshohocken, PA  19428                           ----------------------


Dear Peter:

       We were very surprised to learn that you had directed your attorneys,
Cozen O'Connor, to issue the press release that the firm released on December
17, 2002, describing the two lawsuits filed by you, and people and entities
related to you, against Iron Mountain Incorporated (the "Company") and certain
of its officers and directors. You certainly have the right to commence
litigation. However, we believe that the two cases you have filed are utterly
without merit and have no purpose other than to deflect attention from the facts
which led to the filing by the Company of actions against you. Your further
election to publicize the dispute at a time when you knew the Company was
selling senior subordinated notes in a public offering strikes us as another
flagrant failure on your part to act in the best interests of the Company and in
accordance with your fiduciary duties.

       The Board of Directors (including yourself) unanimously approved the
financing on November 27, and again expressed support for it at the December 5
Board meeting for the reasons discussed at the meetings. Iron Mountain, of
course, promptly filed an 8-K on December 17 referring to the litigation, so no
issue of disclosure to investors was involved. Your directing Cozen O'Connor to
issue the press release on the 17th could have had no purpose other than to
interfere with the financing or to otherwise damage the Company.

       Your causing the issuance of the press release leads us to conclude that
no purpose can possibly be served by your continued presence on the Board; and
in fact, your continued participation in directing the management of the Company
may adversely affect it. Therefore, we request that you resign from the Board
immediately.


Very truly yours,


/s/ C. Richard Reese
- ---------------------------
C. Richard Reese
Chairman of the Board

PLEASE SEE PAGE 2 FOR OTHER SIGNATORIES.





SIGNATORIES CONTINUED:



/s/ CLARKE H. BAILEY
- ---------------------------
Clarke H. Bailey



/s/ CONSTANTIN R. BODEN
- ---------------------------
Constantin R. Boden



/s/ KENT DAUTEN
- ---------------------------
Kent Dauten



/s/ EUGENE B. DOGGETT
- ---------------------------
Eugene B. Doggett



/s/ B. THOMAS GOLISANO
- ---------------------------
B. Thomas Golisano



/s/ JOHN F. KENNY, JR.
- ---------------------------
John F. Kenny, Jr.



/s/ ARTHUR D. LITTLE
- ---------------------------
Arthur D. Little



/s/ VINCENT J. RYAN
- ---------------------------
Vincent J. Ryan