September 2, 2004

Mail Stop 0409

Michael F. Foust
Chief Executive Officer
Digital Realty Trust, Inc.
2730  Sand Hill Road, Suite 280
Menlo Park, California  94025

Re:	Digital Realty Trust, Inc.
Registration Statement on Form S-11 Filed August 2, 2004
Registration No. 333-117865

Dear Mr. Foust:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General

1. Please revise to disclose the reason for structuring the formation
transactions so that you redeem partnership units received by the
members of GI Partners rather than structuring it so that such
persons receive cash.  We may have further comment.

2. We note your disclosure on page II-2 that all initial contributors
"irrevocably committed to the contribution" of interests and assets
prior to the filing of the registration statement.  We further note
that the units to be issued to at least one of the contributors are
"subject to adjustment by the underwriters in a range between $75
million and $175 million if necessary to facilitate this offering."
Please confirm that the amount of consideration or the formula for
determining the consideration for these properties was contained in
the written agreements executed prior to the filing of the
registration statement.  Supplementally provide us with a copy of the
executed agreements whereby these sellers were irrevocably committed
to the sale of the properties.

3. Throughout the prospectus you reference and rely on certain
demographic and market data.  If the demographic and market data upon
which you rely has been widely disseminated in non-subscription
publications or publications of general circulation like newspapers
and magazine, please provide us with copies of the relevant portions
of the publications that include the information consistent with the
statements in the prospectus.  Alternatively, if such information is
only available to customers or subscribers of the provider, please
file a consent from the provider for the use of its name and the
information attributed to it.

4. We note that throughout the prospectus you use the phrase "we
believe" or similar statements.  For example, see:
* p. 1 "[our tenants] are leaders in their respective areas."
* p. 1 "the location of and improvements to our facilities are
generally essential to our tenants` businesses..."
* p.2 "Based on current market rents...we believe [our properties]
could not be replicated today on a cost-competitive basis."
Please provide supplemental support for these statements.

5. Supplementally, please provide us with any pictures, graphics or
artwork that will be used in the prospectus.

Prospectus Cover Page

6. We note the inclusion of red herring language in the cover page.
Please supplementally advise the staff whether you have circulated
the prospectus.

7. We note the disclosure regarding the intention to apply to list
the shares on the NYSE.
Please refer to the note to Item 202 of Regulation S-K and advise or
revise.

8. Please revise the third bullet point, the forepart of the summary,
and the discussion of your structure in the summary to disclose the
aggregate consideration, including the value of the units at the
midpoint of the range, to be paid to affiliates for the initial
properties.

Prospectus Summary, page 1

9. The overview of your business contains technical jargon that may
be difficult for investors to understand.  We note, for example, the
terms "mission-critical applications," "off-market deal flow" and
"highly improved."
Please revise to eliminate technical jargon and describe your
business in clear, plain language.

10. Please eliminate cross-references from your summary and risk
factor sections.  Refer to Rule 421(d) of Reg. C.

11. Please revise the forepart of the summary to disclose the
percentage of stock to be owned by affiliates after the offering,
identifying those affiliates.

12. We note your references to contributing "partners."  Please
revise here and throughout to limit your use of the term
"partnership" to those parties with whom you have agreements to share
profits and losses.  If you have no such partnership agreements,
please revise to more accurately describe your relationships with
those parties.

Our Competitive Strengths, page 2

13. We note you identify tenant diversification as a competitive
strength.  We also note that your top nine tenants account for over
50% of your portfolio.  Please supplementally provide the basis for
your belief that your tenant diversification provides you a
competitive advantage over comparable companies.

14. Please revise the discussion of your "Proven Acquisition
Capability" to reflect your real estate acquisitions on an aggregate
basis rather than a per year basis.  Providing information on a per
year basis is more appropriate in demonstrating a trend longer than
two years.

Summary Risk Factors, page 4

15. Please conform the Summary Risk Factor section to changes made in
response to our comments to the Risk Factor section.

16. Please add additional detail on the risks resulting from your
estimated initial distributions.  In particular, please disclose how
you intend to fund any shortfall and any impact of such funding.  In
addition, please note that depending on the actual percentage, it may
be appropriate to reference this risk on the cover page of the
prospectus.

The Properties, page 6

17. Please define the term "Net Rentable Square Feet."  In addition,
please supplementally disclose the definition of "renovated" and
confirm that the same definition was applied in all instances where
the term is used.

18. Please disclose in footnote 5 that the option was granted by GI
Partners.  Please supplementally provide us with the option
agreement.

19. Please revise to include summary disclosure in a separately
captioned section, entitled benefits to related party and disclose
with respect to each related party all direct and indirect benefits
the party will receive as a result of the formation transactions.

20. Please revise to include summary disclosure in a separately
captioned section, entitled conflicts of interest and disclose
conflicts with any party receiving a benefit as a result of the
formation transactions, including disclosure of conflicts involving
your underwriters .

Structure and Formation of Our Company, page 8

21. Please expand your disclosure to clarify how you determined the
amount of consideration and partnership units that will be given by
the operating partnership in exchange for the percentage ownership of
the properties.

22. Please expand to briefly disclose the formula for adjusting the
number of limited partnership units to be issued in exchange for the
initial properties and briefly describe the circumstances under which
it may be adjusted.

23. Please supplementally disclose the status of your unsecured
credit facility and the proposed new mortgage financing.

24. Please disclose the name and title of your executive officers who
are currently members of GI Partners` management.
Our Structure, page 10

25. Please expand the diagram to show the percentage ownership of
affiliates of the registrant and the percentage ownership of the
entities that will hold the limited partnership interests in the
operating partnership rather than including footnote disclosure.

Risk Factors, page 17

26. We note that the Camperdown House property will be held through a
taxable REIT subsidiary.  Please revise to include risk factor
disclosure that because distributions to the REIT by a TRS are
discretionary, such distributions may not be available for
distribution to investors.  Include disclosure regarding whether you
will hold other properties through a TRS.  Further, please revise the
business section to discuss the reasons for holding this property and
other properties in a taxable REIT subsidiary.

27. Some of your risk factors discuss multiple risks and should be
separated into distinct risks presented under separate captions.  For
example:
* The first risk factor on page 17 appears to discuss both risks
relating to your dependence on the technology sector and risks
relating to many of your properties having tenant specific
specifications; and
* The first risk factor on page 19 appears to discuss both risks
related to the limited operating history of your portfolio, risks
relating to your internalization of asset management and accounting
functions for which you will initially depend on CB Richard Ellis,
and risks relating to your lack of an operating history as a public
company.
We depend on significant tenants, and many of our properties are
single-tenant properties or are currently owned by single tenants,
page 17

28. Please revise to identify the significant tenant leasing 11,000
square feet of net rentable space that is in bankruptcy.

Our properties depend upon local economic conditions, page 18

29. In the header to this risk factor, please reflect the risks of
geographic concentration discussed in the second paragraph.  In
addition, please remove the last sentence of the second paragraph as
it mitigates the disclosed risk.

Tax protection provisions on certain properties could limit our
operating flexibility, page 19

30. Please revise the narrative disclosure in the risk factor to
discuss the risk identified in the heading.

Payments on our debt reduce cash available for distribution to you
and may expose us to the risk of default under our debt obligations,
page 20

31. We note that you have agreed to make indebtedness available for
guarantee by certain contributors of the initial properties.  Please
expand your disclosure to briefly state the amount of debt levels
that you have agreed to maintain.

We may have difficulty managing our growth, page 21

32. Please consider deleting this risk factor as it is redundant with
the preceding risk factor.

Failure to hedge effectively against interest rate changes may
adversely affect results of operations, page 23

33. Please revise to clearly identify all derivative instruments in
which you may invest in order to hedge risk and to disclose that upon
completion of the offering you intend to enter into interest rate
swap agreements for approximately $149.8 million of your variable
debt.  Also, disclose all associated risks for all of your derivative
instruments, including, without limitation, risks such as basis
risks, credit risk, and legal enforceability risks.  Make clear that
hedging strategies may reduce the overall returns on your
investments. Describe in sufficient detail the policies and
procedures implemented to address risks associated with the use of
derivatives.  If no such policies and procedures are in place, please
disclose so in the risk factor section.

We may pursue less vigorous enforcement of terms of contribution and
other agreements because of conflicts with certain of our officers,
page 27

34. Please revise to briefly describe the conflicts of interest in
connection with the contribution agreements and formation
transactions apart from your vigorous enforcement.

Our charter and Maryland law contain provisions that may delay, defer
or prevent a change of control transaction, page 27

35. Please provide a brief reference to the other provisions of your
organizational documents and Maryland law that might have anti-
takeover effects, rather than just providing cross-references.

Affiliates of our underwriters will receive benefits in connection
with this offering, page 30

36. Please explain how these conflicts of interest create risks for
an investor.

The number of shares available for future sale could adversely affect
the market price of our common stock, page 31

37. Please provide additional quantitative detail on the scope of the
risk, including the number of shares and the time of the lock-ups.

Use of Proceeds, page 34

38. Please revise to separate out the sources and uses of proceeds of
the offering from sources and uses of other funds needed for each
specified purpose.  See Instruction 3 to Item 504.

39. Please disclose the interest rate and maturity of the loan from
GI Partners being repaid with the proceeds of the offering.  Refer to
Item 504 of Regulation S-K.

Dividend Policy, page 36

40. Please disclose the percentage of your estimated annual dividend
that will represent a return of capital and, if applicable, the
percentage of the estimated annual dividend that will be funded using
debt or these offering proceeds.

Capitalization, page 40

41. Revise to include a column, after the historical combined data,
showing the combined effect of all pro forma adjustments prior to the
receipt and use of the offering proceeds, followed by a pro forma as
adjusted column that gives effect to the offering.

Dilution, page 41

42. In the table, please show the impact of the offering and the
formation transactions separately, or supplementally explain your
reason for not doing so.

43. Please include a table showing the difference in value paid per
share or units by the continuing investors and the investors
purchasing in the offering, or supplementally explain your reason for
not doing so.

Selected Financial Data, pages 43-44

44. Please revise to explain how management uses FFO per share
information to conduct or evaluate its business and in what way it
provides meaningful information to investors (as the per share
measure does not depict the amount that accrues directly to
shareholders` benefit). Refer to Question 11 of Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures.

45. Please disclose the material limitations associated with the use
of FFO compared to the use of the most comparable GAAP financial
measure and how management compensates for the limitations.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 45

	Factors Which May Influence Future Results of Operations, page
47

46. Please provide a discussion of how operating expenses may
influence future results of operations.

47. In your discussion of conditions in significant markets, please
disclose your view of current trends in the Denver rental market as
compared with the current lease terms of your Denver properties
expiring in the next 24 months.

Pro Forma Operating Results, page 51

48. We note your discussion of the reclassification of management
fees.  Please supplementally disclose whether the asset manager`s
operations with respect to the properties to be owned by the company
following this offering were profitable.

Liquidity and Capital Resources, page 53

49. In your discussion of expected property capital expenditures,
please discuss the estimated costs of your strategy to convert
certain properties to collocation facilities.  Please also consider
discussing the estimated costs of the planned relocation of your
corporate headquarters to the extent you expect such costs will be
material.

50. Please provide a reference to your lock-up agreements with
respect to certain contributed properties.

51. Please disclose, when known, details on the financial covenants
in your unsecured credit facility.

Industry Background/ Market Opportunity, page 67

52. We note that you include lists of tenants for each property type
in this section and in the section entitled "Description of Initial
Portfolio on page 80.  Please confirm that the listed tenants are
representative of the complete tenant list for each property type and
disclose the basis for inclusion of such tenants.  For example, only
four of the 15 listed tenants under "Telecommunications
Infrastructure" and none of the six listed tenants under "Information
Technology Infrastructure" appear in your "20 largest tenant" list on
page 77.

53. We note your statements about the estimated average annual rent
charged for collocation facilities and the fact that you have
achieved "similar premiums."  Please disclose the premiums you have
achieved at your collocation facilities.

Business and Properties, page 71

54. Please conform this section to changes made in response to
comments provided on the Summary section.

55. Please provide the disclosure regarding promoters required by
Item 11 of Form S-11, including the information called for by Item
11(d) regarding the names of the promoters and indicate all positions
and offices with the registrant now held or intended to be held by
each such promoter.

56. Please disclose whether you have an operational website.

Our Competitive Strengths, page 72

57. We note your discussion of "Unique Partner Relationships."
Please consider adding a risk factor that discusses the importance to
your business of the "off market" deal flow provided by CBRE, the
reduced investment of CBRE in the company as a result of this
offering and the possibility that CBRE might in the future dispose of
its interests in the company and/or cease providing such deal flow.

Business and Growth Strategies, page 73

58. Please disclose the percentage of your leases, or an estimate
thereof, that have expense pass-through provisions.

59. We note your discussion of "Convert Improved Space to Collocation
Use."  Please consider adding a risk factor that discusses the risks
of such a strategy.

Historical Capital Expenditures, page 80

60. Please briefly describe why the non-recurring capital
expenditures at your properties for the remainder of 2004 will be so
much higher than historical figures.

Description of Initial Portfolio, page 80

61. Please provide all the disclosures required by Item 15 of Form S-
11 with respect to the 10% properties.  The descriptions of certain
of the properties are missing information on real estate taxes, 10%
tenants and nature of title.

Regulation, page 106

62. Please disclose what, if any, environmental reviews have been
conducted on the properties in your portfolio.  Please disclose
whether there were any material issues raised as a result of the
review and any remedial work conducted.

Management, page 108

	Directors and Executive Officers, page 108

63. Please provide the information required by Item 21 of Form S-11
for your two remaining director nominees.

Board Committees, page 110

64. When known, please disclose the members and chairpersons of your
board committees.

Compensation of Directors, page 110

65. Please tell us supplementally whether Mr. Zerbst or any of your
independent directors that are affiliated with a significant
shareholder receive compensation from their employers that is related
to such employer`s investment in the company.  We may have additional
comments.

Indemnification Agreements, page 118

66. Please provide a summary of the material terms of the
indemnification agreements.

Certain Relationships and Related Transactions, page 119

67. Please revise to disclose the aggregate consideration, including
the value of the units at the midpoint of the range, to be paid to
affiliates for each of the initial properties and the basis for
determining the consideration.

	Other Benefits to Related Parties and Related Party
Transactions, page 123

68. Please disclose that Mr. Zerbst is president of the CBRE entity
that will hold the units and serves on the management committee of GI
Advisor.

Principal Stockholders, page 137

69. Please supplementally explain why the vested long term incentive
units in footnotes 5, 7, 8, 9 and 10 are not included in the table.

Shares Eligible for Future Sale, page 148

	Rule 144, page 148

70. Please add disclosure on the availability of Rule 701 of the
Securities Act for resales of securities received by executives on
the exercise of the options described on page II-3 of your
registration statement.

Underwriting, page 170

71. We note the statement that the obligations of the underwriters to
purchase the shares are subject to approval of legal matters by
counsel and to "other conditions."  Please revise to briefly
summarize those other conditions.

72. Please confirm that there will not be a directed share program.

73. When known, please revise to identify the members of the
underwriting syndicate that will engage in electronic distributions.
Supplementally, please confirm that those underwriters have cleared
their online offering procedures with the staff.  If not, please
provide a more detailed description of their online offering
procedures, including screen shots and drafts of any communications
those underwriters propose to use in the electronic distribution.

74. Please specify which underwriters have performed services for you
in the past.

Financial Statements

General
75. Update your financial statements in accordance with Rule 3-12 of
Regulation S-X.

76. Supplementally advise us of how you have complied with the
financial reporting requirements of Rule 3-14 of Regulation S-X for
acquisitions that were individually significant as well as those
which were significant in the aggregate.  Include in your response a
listing of all acquisitions made in 2003 and 2004 as well as probable
acquisitions as of now.  Rule 3-14 requires financial statements of
operating real estate properties acquired or to be acquired that are
individually insignificant, if the acquisitions, in aggregate with
other individually insignificant acquired or to be acquired
properties exceed 10% of the registrant`s total assets as of the most
recently completed year end prior to the acquisition date. To compute
significance, combine individually insignificant properties into two
groups:  (a) properties you acquired during the most recently
completed fiscal year, and (b) properties you acquired during the
interim period and properties you probably will acquire.  Determine
the significance of each group separately.

77. Please tell us why you have not included financial statements for
ASM Lithography Facility, AT&T Web Hosting Facility, Granite Tower
and Stanford Place II for the interim period before their
acquisition.

Pro Forma Condensed Financial Statements, pages F-4 through F-16

78. Revise the pro forma balance sheet to include a subtotal column
to show the combined effect of all pro forma adjustments prior to the
receipt and use of the offering proceeds, followed by a column giving
effect to the offering and the final column giving effect to all pro
forma adjustments.

79. Please disclose separately the components of the equity account
on the face of the balance sheet (i.e., common stock, additional paid
in capital).

80. Revise the third paragraph of note 1(A) relating to your
consolidation policy of the operating partnership to address your
consideration of other important rights that limited partners may
have (i.e., right to replace the general partner or approve the
acquisition of principal partnership assets). Refer to paragraph .09
of SOP 78-9.

81. Please revise the pro forma financial statements to give effect
to the employment agreements and the management agreement with the
exchange parties described on pages 114-117 and 121, respectively, or
advise us why it is not appropriate to do so under Article 11 of
Regulation S-X.

82. Include a footnote that explains how you computed pro forma
earnings per share.

Digital Realty Predecessor

Note 2(a) Principles of Combination, pages F-26 - F-27

83. Please explain to us why the predecessor financial statements
report the results of operations of only certain real estate
subsidiaries of GI Partners along with an allocation of certain
assets, liabilities, revenues and expenses of GI Partners rather than
the results of operations and financial position of GI Partners.  If
the registrant will succeed to substantially all of the GI Partners
key operating assets (i.e. real estate), we would presume full
audited financial statements of GI Partners is necessary in order to
provide investors with the complete and comprehensive financial
history of the business.  In your response to this comment, please
tell us the total carrying value of GI Partners consolidated real
estate properties and compare this value to the carrying value of the
property that will be contributed to the registrant and the carrying
value of the property GI Partners has granted a right of first offer.

84. Please clarify in the paragraph that bridges pages F-26 and F-27
what it means to grant a right of first offer in certain properties,
disclose the terms of the offer, and identify the party to whom this
right has been granted, and advise us.  If this is a purchase right
granted to the registrant, you should disclose whether or not
management believes it is probable that the Company will acquire the
properties.  If it is probable, we believe you should include the
historic financial information of the properties in the Predecessor
financial statements along with an accrual for any payment
obligation.

Note (2)(e) Purchase Accounting for Acquisition of Investments in
Real Estate, pages F-27 - F-28

85. Refer to the last paragraph of this policy note on page F-28.
Please revise your policy for assigning value to acquired
identifiable intangible assets, consisting of in-place leases and
tenant relationships, to record these assets at their estimated fair
values in accordance with paragraph 37e of SFAS 141.  You current
policy suggests you use a residual value methodology for valuing
these assets, which we believe is not in accordance with GAAP.

Note 3 Investments in Real Estate, page F-31

86. Please revise to fully comply with the disclosure requirements of
paragraphs 51-55 of SFAS 141.

Note 6 Asset Management and Other Fees to Related Parties, pages 66-
67

87. We note on page 19 that you will internalize certain management
functions. Please revise to disclose the terms of the termination of
the service agreement with your affiliate, the nature of the
consideration given and received in these transactions and how you
accounted for them.

88. Regarding your methodology for allocating the GI Partners asset
management fee, clarify in Note (6) if the numerator of the ratio
includes the investment in properties for which GI Partners have
granted a right of first offer, discussed in Note (2)(a).  If not,
explain to us why it is not reasonable to do so.

89. Please revise to include a management`s assertion that the
allocation method of asset management fees is reasonable.  Refer to
Question 2 of SAB Topic 1:B.1.

Part II. Information Not Required in Prospectus

90. Please provide the undertakings required by Item 37 of Form S-11.

Exhibits

91. Please file copies of your legal and tax opinions or provide us
with drafts of these opinions so that we have an opportunity to
review them.  Please also file any material agreements required to be
filed under Item 601 of Item S-K.

*  *  *  *

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this request
at least two business days in advance of the requested effective
date.

	You may contact Jorge Bonilla at (202) 942-1993 or Robert
Littlepage, Assistant Chief Accountant, at (202) 942-1947 if you have
questions regarding comments on the financial statements and related
matters.  Please contact Michael McTiernan, Attorney-Advisor, at
(202) 824-5445, or me at (202) 942-1766 with any other questions.



Sincerely,



Elaine Wolff
Special Counsel



cc:	Martha B. Jordan (via facsimile)
	Julian T.H. Kleindorfer
	Keith Benson
Latham & Watkins LLP



Digital Realty Trust, Inc.
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