424(b)(3)
                                                      Registration No. 333-44185

PROSPECTUS

                                  $350,000,000
                           Iron Mountain Incorporated
              Debt Securities, Preferred Stock, Depositary Shares,
                            Common Stock and Warrants
                             ----------------------

         Iron Mountain  Incorporated (the "Company" or "Iron Mountain") may from
time to time  offer in one or more  series  (i) its debt  securities  (the "Debt
Securities"),  (ii) its shares of preferred stock, par value $.01 per share (the
"Preferred  Stock"),  (iii)  fractional  shares  of  the  Preferred  Stock  (the
"Depositary Shares"),  (iv) its shares of common stock, par value $.01 per share
(the "Common  Stock"),  or (v) warrants to purchase any of the above  securities
(the "Warrants"),  with an aggregate public offering price of up to $350,000,000
on  terms  to be  determined  at the  time of  offering.  The  Debt  Securities,
Preferred Stock,  Depositary  Shares,  Common Stock and Warrants may be offered,
separately or together,  in separate series, in amounts,  at prices and on terms
to be set forth in a supplement to this Prospectus (a "Prospectus Supplement").

         In  connection  with  the  Debt  Securities,  substantially  all of the
present and future  subsidiaries of Iron Mountain (the  "Guarantors")  may, on a
joint and several basis, offer full and unconditional guarantees  ("Guarantees")
of Iron Mountain's  obligations under the Debt Securities.  The Debt Securities,
Guarantees,  Preferred Stock,  Depository Shares,  Common Stock and Warrants are
collectively referred to as the "Offered Securities."

         The specific  terms of the Offered  Securities in respect of which this
Prospectus is being  delivered  will be set forth in the  applicable  Prospectus
Supplement  and  will  include,  where  applicable:  (i) in  the  case  of  Debt
Securities,  the specific title,  aggregate  principal  amount,  currency,  form
(which may be  registered  or bearer,  or  certificated  or global),  authorized
denominations,  maturity,  rate (or manner of  calculation  thereof) and time of
payment  of  interest,  terms for  redemption  at the  option of the  Company or
repayment at the option of the holder,  terms for sinking fund  payments,  terms
for conversion into Preferred Stock, Depositary Shares or Common Stock, terms of
subordination to other indebtedness of the Company,  terms of related Guarantees
(if any), terms of security or pledge of assets (if any), and any original issue
discount and any initial public  offering  price;  (ii) in the case of Preferred
Stock,  the  specific  title  and  stated  value,  any  dividend,   liquidation,
redemption, conversion, voting and other rights, and any initial public offering
price;  (iii)  in the  case of  Depositary  Shares,  the  fractional  shares  of
Preferred Stock represented by each Depositary Share; (iv) in the case of Common
Stock,  any offering price;  and (v) in the case of Warrants,  the securities to
which they relate, duration, offering price, exercise price and detachability.

                             ----------------------


         See "RISK  FACTORS"  at page 1 for certain  information  that should be
considered by prospective investors.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
       AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
       THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
        MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                             ----------------------


                The date of this Prospectus is January 20, 1998.


                                                        





         The applicable  Prospectus  Supplement  will also contain  information,
where applicable,  about certain United States federal income tax considerations
relating to, and any listing on a securities exchange of, the Offered Securities
covered  by  such  Prospectus  Supplement.   Any  statement  contained  in  this
Prospectus  will be deemed to be  modified  or  superseded  by any  inconsistent
statement contained in the accompanying Prospectus Supplement.

         The Common Stock is traded on the Nasdaq  National  Market System under
the symbol "IMTN."  Application  will be made to list any shares of Common Stock
sold pursuant to a Prospectus  Supplement on the Nasdaq  National Market System,
subject to official  notice of issuance.  Iron  Mountain has not yet  determined
whether any of the Debt Securities, Preferred Stock or Depository Shares offered
hereby  will be listed  on any  exchange  or  over-the-counter  market.  If Iron
Mountain decides to seek listing of any such Offered Securities,  the Prospectus
Supplement relating thereto will disclose such exchange or market.

         The  Offered  Securities  may  be  offered  directly,   through  agents
designated  from time to time by the  Company or to or through  underwriters  or
dealers.  If any agents or  underwriters  are involved in the sale of any of the
Offered  Securities,  their  names,  and any  applicable  purchase  price,  fee,
commission or discount  arrangement between or among them, will be set forth, or
will be calculable from the information set forth, in an accompanying Prospectus
Supplement.  See  "Plan of  Distribution."  No  Offered  Securities  may be sold
without delivery of a Prospectus  Supplement  describing the method and terms of
the offering of such Offered Securities.

                             ----------------------


         No person has been  authorized to give any  information  or to make any
representations  other than those contained or incorporated by reference in this
Prospectus in connection  with the offer  contained in this  Prospectus  and, if
given or made, such  information or  representations  must not be relied upon as
having been  authorized by the Company or any  underwriters,  agents or dealers.
This Prospectus does not constitute an offer to sell or solicitation of an offer
to buy  securities in any  jurisdiction  to any person to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any  circumstances,  create an implication that
there has been no change in the  affairs  of the  Company  and its  subsidiaries
since the date hereof or the information  contained or incorporated by reference
herein is correct at any time subsequent to the date hereof.

                              AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange  Commission (the
"Commission")  in  Washington,  D.C.,  a  registration  statement  on  Form  S-3
(together with all exhibits, schedules and amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Offered Securities. This Prospectus,  which is a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement.  Statements in this Prospectus as to the contents of any
contract or other document are not  necessarily  complete,  and in each instance
reference is made to the copy of such  contract or other  documents  filed as an
exhibit to the  Registration  Statement,  each such statement being qualified in
all  respects by such  reference  and the exhibits and  schedules  thereto.  For
further information concerning the Company and the Offered Securities, reference
is made to the Registration Statement.  Copies of the Registration Statement may
be obtained from the Commission at its principal office in Washington, D.C. upon
payment of the prescribed fee.

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance  therewith,  files reports and other information with the Commission.
The Registration  Statement,  the exhibits and schedules  forming a part thereof
and the reports,  proxy  statements and other  information  filed by the Company
with the Commission can be inspected and copies obtained at the public reference
facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the following regional offices of
the Commission: Chicago Regional Office,

                                      (ii)





Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511;  and New York
Regional Office,  Seven World Trade Center, New York, New York 10048.  Copies of
such  material  can be obtained at  prescribed  rates from the Public  Reference
Section of the  Commission  at its principal  office at 450 Fifth Street,  N.W.,
Washington,  D.C.  20549.  The  Commission  maintains a World Wide Web site that
contains  reports,  proxy  and  information  statements  and  other  information
regarding registrants,  including the Company, that file electronically with the
Commission. The address of the site is http://www.sec.gov. In addition, reports,
proxy statements and other  information  concerning the Company may be inspected
at the offices of Nasdaq operations, 1735 K Street N.W., Washington, D.C. 20006.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  which have been filed by Iron Mountain with
the  Commission  (File No.  0-27584)  pursuant to the  Exchange  Act, are hereby
incorporated  in  this  Prospectus  and  specifically  made  a  part  hereof  by
reference: (i) Annual Report on Form 10-K for the fiscal year ended December 31,
1996 (the "Annual Report"), (ii) Quarterly Reports on Form 10-Q for the quarters
ended March 31,  1997,  June 30, 1997 and  September  30,  1997,  (iii)  Current
Reports on Form 8-K dated June 25, 1997 (as amended August 26, 1997), October 1,
1997,  October  16, 1997 (as  amended  November  10,  1997),  October 30,  1997,
November  25, 1997 and January 13, 1998 and (iv) the  description  of the Common
Stock  contained  in the  Company's  Registration  Statement  on Form 8-A  dated
January 18,  1996.  In addition,  the  financial  information  contained in Iron
Mountain's  Registration  Statements on Form S-4 (i) File No.  333-24635,  filed
with the  Commission  on April 4,  1997,  as  amended on May 7, 1997 and May 13,
1997, as made  effective by the  Commission  on May 14, 1997,  and (ii) File No.
333-41715,  filed with the  Commission on December 8, 1997, as made effective by
the  Commission on December 11, 1997 is  incorporated  herein by reference.  All
documents filed by Iron Mountain  pursuant to Section 13(a),  13(c), 14 or 15(d)
of the Exchange Act  subsequent to the date of this  Prospectus and prior to the
termination  of the  offering  of the Offered  Securities  shall be deemed to be
incorporated  by  reference  into the  Registration  Statement  and to be a part
hereof from the respective dates of filing of any such documents.

         Any statement contained herein or in a document  incorporated or deemed
to be  incorporated  herein  by  reference  shall be deemed  to be  modified  or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained herein (or in the applicable Prospectus  Supplement),  or in any other
subsequently filed document that also is or is deemed to be incorporated  herein
by  reference,  modifies or supersedes  such  statement.  Any such  statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

         The Company hereby  undertakes to provide without charge to each person
to whom this  Prospectus is delivered,  upon the written or oral request of such
person, a copy of any and all of the information  that has been  incorporated by
reference  in this  Prospectus  (excluding  exhibits  unless such  exhibits  are
specifically incorporated by reference into the information that this Prospectus
incorporates).  Requests  for such  copies  should be made to the Company at its
principal executive offices, 745 Atlantic Avenue,  Boston,  Massachusetts 02111,
Attention:  John F. Kenny,  Jr.,  Executive Vice  President and Chief  Financial
Officer.

                                      (iii)





                                  RISK FACTORS

         Investors  should  carefully  consider the following  risk factors,  in
addition  to  the  other  information  contained  in  this  Prospectus  and  any
Prospectus  Supplement,  before purchasing any of the Offered  Securities.  This
Prospectus sets forth or incorporates  by reference  forward-looking  statements
within the meaning of Section 27A of the Securities Act, such as those regarding
the  goals,  beliefs,  plans or  current  expectations  of the  Company  and its
management and other statements  contained in this Prospectus  regarding matters
that are not historical facts. Because such  forward-looking  statements include
risks and  uncertainties,  actual  results  may  differ  materially  from  those
expressed in or implied by such forward-looking  statements.  Factors that could
cause actual results to differ materially  include,  but are not limited to, the
risk  factors  set forth  below and the  matters  set forth or  incorporated  by
reference  in this  Prospectus  generally  and any  Prospectus  Supplement.  The
Company  undertakes  no  obligation  to  release  publicly  the  results  of any
revisions to these forward-looking statements that may be made to reflect future
events or circumstances or to reflect unanticipated events.

Risks Associated with Acquisition Strategy

         Iron   Mountain   has   pursued  and  intends  to  continue  to  pursue
acquisitions  of records  management  and related  service  businesses  as a key
component of its growth  strategy.  Certain risks are inherent in an acquisition
strategy,  such  as  increasing  leverage  and  debt  service  requirements  and
combining  disparate  company  cultures and  facilities,  which could  adversely
affect  Iron  Mountain's   operating  results.  The  success  of  any  completed
acquisition  will  depend  in part  on  Iron  Mountain's  ability  to  integrate
effectively  the  acquired  businesses  into  Iron  Mountain.   The  process  of
integrating such acquired businesses may involve unforeseen difficulties and may
require a disproportionate  amount of management's attention and Iron Mountain's
financial  and  other  resources.  No  assurance  can be given  that  additional
suitable  acquisition  candidates will be identified,  financed and purchased on
acceptable  terms,  or that  recent  acquisitions  or  future  acquisitions,  if
completed, will be successful.

         In  September,  1997  Iron  Mountain  amended  and  restated  its  bank
facility,  dated as of September 30, 1996 among Iron Mountain, the lenders party
thereto and The Chase  Manhattan  Bank,  as  Administrative  Agent (the  "Credit
Agreement").  Under  the terms of the  Credit  Agreement,  acquisitions  by Iron
Mountain  involving in excess of (i) $65 million (other than the  acquisition of
Arcus Group,  Inc. (the "Arcus  Acquisition")  and the  acquisition of HIMSCORP,
Inc.  ("HIMSCORP"))  for  any one  acquisition  and  (ii)  $150  million  in the
aggregate  or $100 million in cash for 1998 or any  subsequent  year require the
approval  of lenders  holding  51% or more of the  commitments  under the Credit
Agreement.  No  assurance  can be given  that the  lenders  will  consent to any
acquisitions that Iron Mountain proposes to make in excess of such limits.

         The size,  timing and integration of possible future  acquisitions  may
cause substantial  fluctuations in operating results from quarter to quarter. As
a result, operating results for any quarter may not be indicative of the results
that may be  achieved  for any  subsequent  fiscal  quarter or for a full fiscal
year.

Competition; Alternative Technologies

          Iron  Mountain has one or more  competitors  in all  geographic  areas
where it operates.  Iron  Mountain  believes that  competition  for customers is
based on price,  reputation  for  reliability,  quality of service and scope and
scale of technology,  and believes that it generally competes  effectively based
on these  factors.  As a result  of this  competition,  the  records  management
industry has for the past several years experienced  downward pricing pressures.
While Iron Mountain believes that this pricing climate is stabilizing, there can
be no assurance that prices will not decline  further,  as  competitors  seek to
gain or preserve market share.  Should a further downward trend in pricing occur
or continue  for an extended  period of time,  it could have a material  adverse
effect on Iron Mountain's results of operations. Iron Mountain also competes for
acquisition candidates.  Some of Iron Mountain's competitors may possess greater
financial and other resources than Iron Mountain. If any such competitor were to
devote  additional  resources  to  the  records  management  business  and  such
acquisition candidates or to focus its strategy on Iron Mountain's markets, Iron
Mountain's results of operations could be adversely affected. In addition,  Iron
Mountain faces  competition from the internal records  management  capability of
its current and potential

                                                         





customers.  There can be no assurance  that these  organizations  will outsource
more of their records management needs or that they will not bring in-house some
or all of the functions they currently outsource.

         The substantial  majority of Iron Mountain's revenues have been derived
from the storage of paper  documents  and from  related  services.  Such storage
requires  significant physical space.  Alternative  technologies for generating,
capturing,  managing,  transmitting and storing information have been developed,
many of which require  significantly  less space than paper.  Such  technologies
include computer media,  microforms,  audio/video tape, film, CD-ROM and optical
disk. None of these  technologies  has replaced paper as the principal means for
storing  information.  However,  there  can be no  assurance  that  one or  more
non-paper-based  technologies  (whether now existing or developed in the future)
may not in the future reduce or supplant the use of paper as a preferred medium,
which could in turn adversely affect Iron Mountain's business.

Financial Leverage; Debt Service Requirements

          Iron Mountain is highly leveraged due to the substantial  indebtedness
it has incurred  primarily to finance  acquisitions  and expand its  operations.
Iron  Mountain  expects to continue  to borrow  under the Credit  Agreement  and
possible  future  credit  arrangements  in  order  to  finance  possible  future
acquisitions and for general corporate purposes.

         The ability of Iron  Mountain to repay its  indebtedness  depends  upon
future operating performance, which is subject to the success of Iron Mountain's
business strategy,  prevailing economic conditions, levels of interest rates and
financial,  business and other factors, many of which are beyond Iron Mountain's
control.  The debt service  obligations  of Iron Mountain  could have  important
consequences,  including  the  following:  (i) the  ability of Iron  Mountain to
obtain  additional  financing for future  working  capital needs or for possible
future acquisitions or other purposes may be limited; (ii) a substantial portion
of Iron Mountain's cash flow from operations will be dedicated to the payment of
principal and interest on its indebtedness, thereby reducing funds available for
other purposes;  (iii) Iron Mountain may be more vulnerable to adverse  economic
conditions  than some of its  competitors and thus may be limited in its ability
to withstand  competitive  pressures;  and (iv) Iron Mountain may be more highly
leveraged than certain of its  competitors,  which may place it at a competitive
disadvantage.

         A substantial  portion of Iron  Mountain's cash flow from operations is
required for debt service. Management believes that cash flow from operations in
conjunction with borrowings from existing and possible future credit  facilities
will be sufficient for the foreseeable future to meet debt service  requirements
and to make possible  future  acquisitions  and capital  expenditures.  However,
there can be no assurance in this regard,  and Iron  Mountain's  leverage  could
make  it  vulnerable  to  a  downturn  in  the  operating   performance  of  its
subsidiaries, a downturn in economic conditions or, because borrowings under the
Credit Agreement bear interest at rates which  fluctuate,  increases in interest
rates on  borrowings  under  the  Credit  Agreement.  If such cash flow were not
sufficient to meet such debt service requirements or payments of principal, Iron
Mountain could be required to sell additional equity  securities,  refinance its
obligations or dispose of assets in order to make such scheduled payments. There
can be no  assurance  that Iron  Mountain  would be able to  effect  any of such
transactions or do so on favorable terms.

Casualty

          Iron Mountain currently maintains and intends to continue to maintain,
to the extent such  insurance  is available on  commercially  reasonable  terms,
comprehensive  liability,  fire,  flood and earthquake  (where  appropriate) and
extended  coverage  insurance with respect to the properties that it now owns or
leases or that it may in the  future  own or lease,  with  customary  limits and
deductibles.  Certain types of loss,  however,  may not be fully  insurable on a
cost-effective  basis,  such as losses from  earthquakes,  or may be  altogether
uninsurable,  such as losses from riots.  Iron Mountain has in the past suffered
damages and losses from an earthquake  and a riot in  California,  which damages
and losses were substantially covered by insurance. In March 1997, Iron Mountain
experienced three fires, all of which authorities have determined were caused by
arson and which resulted in extensive damage to one and

                                        2





destruction  of  the  Company's  other  records  management  facility  in  South
Brunswick Township, New Jersey. Iron Mountain has filed several insurance claims
related to the South Brunswick  fires,  including a significant  claim under its
business interruption insurance policy. Some of the Company's customers or their
insurance  carriers have asserted  claims or filed  lawsuits as a consequence of
the destruction of or damage to their records due to the fires. The Company is a
defendant in three such  lawsuits.  The outcome of these claims and  proceedings
cannot be predicted.  Based on its present  assessment of the  situation,  after
consultation with legal counsel, management does not believe that the outcome of
these claims and lawsuits will have a material adverse effect on Iron Mountain's
financial condition or results of operations, although there can be no assurance
in this regard.

         In the future,  should uninsured losses or damages occur, Iron Mountain
could lose both its investment in and anticipated profits and cash flow from the
affected property and may continue to be obligated on any leasehold obligations,
mortgage  indebtedness  or other  obligations  related  to such  property.  As a
result, any such loss could materially adversely affect Iron Mountain.

History of Losses; EBITDA Objective

          Iron Mountain has a history of experiencing  net losses  applicable to
common  stockholders.  Such net losses are  attributable  in part to significant
non-cash charges associated with Iron Mountain's pursuit of its growth strategy,
namely, (i) depreciation and amortization  expenses associated with expansion of
Iron Mountain's storage capacity and (ii) goodwill amortization  associated with
acquisitions  accounted for under the purchase method.  In addition,  net income
applicable to common  stockholders has been negatively  affected by a charge for
accretion of a redeemable put warrant and, in 1996, by an  extraordinary  charge
related  to the early  retirement  of debt.  The put  warrant  was  redeemed  in
February 1996, upon completion of Iron Mountain's initial public offering.

         Iron Mountain's primary financial objective is to increase its earnings
before  interest,  taxes,  depreciation,  amortization and  extraordinary  items
("EBITDA"),  which  is a  source  of  funds  to  service  indebtedness  and  for
investment in continued internal growth and growth through acquisitions, and not
net income and net income applicable to common  stockholders.  Iron Mountain has
benefited  from  growth  in  EBITDA,  while  net  losses  applicable  to  common
stockholders  have  increased  over such period.  Based on its experience in the
records management industry,  Iron Mountain believes that EBITDA is an important
tool for measuring the performance of records  management  companies  (including
potential  acquisition  targets) in several areas, such as liquidity,  operating
performance  and  leverage.  In  addition,  lenders use EBITDA as a criterion in
evaluating  records  management   companies,   and  Iron  Mountain's   financing
agreements  contain  covenants in which EBITDA is used as a measure of financial
performance.  Other measures of Iron Mountain's financial  performance,  such as
net  income  and  net  income  applicable  to  common  stockholders,  have  been
negatively  affected by pursuit of Iron Mountain's  objective to increase EBITDA
and may be  negatively  affected in the future.  In addition,  execution of Iron
Mountain's  growth  strategy  could result in future net losses due to increased
interest  expense  associated  with  borrowings  under the Credit  Agreement and
possible future credit arrangements and increased  depreciation and amortization
expenses.

Anti-Takeover  Effect of Certain  Provisions of Iron  Mountain's  Certificate of
Incorporation, By-Laws and the Notes Indentures

          Certain provisions of Iron Mountain's Amended and Restated Certificate
of Incorporation  (the "Restated  Certificate") and Iron Mountain's By-Laws (the
"By-Laws")  could have the effect of making it more  difficult for a third party
to acquire,  or  discouraging  a third party from  acquiring,  a majority of the
outstanding  capital stock of Iron Mountain and could make it more  difficult to
consummate certain types of transactions involving an actual or potential change
in control of Iron  Mountain,  such as a merger,  tender offer or proxy contest.
The Restated Certificate also provides for three classes of Directors,  as equal
in number as possible,  to be elected on a staggered basis (one class per year).
As a  result  of such a  provision,  it would  generally  require  at least  two
elections of the Iron Mountain Board to replace a majority of the members of the
Iron  Mountain  Board,   thereby  enabling   existing   management  to  exercise
significant control over Iron Mountain's affairs during such period. Pursuant to
the Restated Certificate,  shares of Preferred Stock may be issued in the future
without further stockholder approval and

                                        3





upon  such  terms  and  conditions,  and  having  such  rights,  privileges  and
preferences  (including  the right to vote and the right to convert  into Common
Stock),  as the Iron  Mountain  Board may  determine.  Pursuant to the  By-Laws,
approximately  4 million  shares of Common Stock that were issued by the Company
in five acquisitions are subject to restrictions on transfer for varying periods
of time,  all of which  expire by January  1999. A  significant  portion of such
shares are held by affiliates.

         Iron  Mountain  currently  has  outstanding  $165,000,000  in aggregate
principal amount of 10 1/8% Senior Subordinated Notes due 2006 issued in October
1996 (the "1996 Notes") and $250,000,000 in aggregate principal amount of 8 3/4%
Senior Subordinated Notes due 2009 issued in October 1997 (the "1997 Notes," and
collectively  with the 1996  Notes,  the  "Senior  Subordinated  Notes").  Under
certain  circumstances  relating  to a change of  control  of Iron  Mountain  (a
"Change of Control") as set forth in the indentures for the Senior  Subordinated
Notes (the "Notes Indentures"),  Iron Mountain will be required to make an offer
to  purchase  all of the  outstanding  Senior  Subordinated  Notes at a purchase
price, in cash,  equal to 101% of the principal  amount thereof plus accrued and
unpaid interest, if any, to the date of purchase. There can be no assurance that
Iron Mountain  would be able to obtain such funds  through a refinancing  of the
Senior  Subordinated  Notes to be purchased or  otherwise,  or that the purchase
would be permitted under the Credit  Agreement.  Also, the requirement that Iron
Mountain  make an offer to purchase  all of the Senior  Subordinated  Notes then
outstanding in the event of a Change of Control may have the effect of deterring
a third party from  effecting a  transaction  that would  constitute a Change of
Control.

Control by Principal Stockholders

         The voting power held by certain  large  stockholders  of Iron Mountain
may have the effect of discouraging  certain types of transactions  involving an
actual or potential change of control of Iron Mountain,  including  transactions
in which the holders of Common Stock might otherwise receive a premium for their
shares over then-current market prices. In addition,  as a result of such voting
power such stockholders have the ability to significantly affect the election of
Directors of Iron Mountain who, in turn,  control the  management and affairs of
Iron Mountain.

Restrictions  Imposed by Terms of  Indebtedness;  Dependence  Upon Operations of
Subsidiaries

         The  Credit  Agreement  and  the  Notes  Indentures  contain  covenants
restricting  or limiting  the ability of the  Company and its  subsidiaries  to,
among other things:  (i) incur  additional  indebtedness;  (ii) pay dividends or
make other  restricted  payments;  (iii) make asset  dispositions;  (iv)  permit
liens; (v) enter into sale and leaseback  transactions;  (vi) enter into certain
mergers; (vii) make certain investments; and (viii) enter into transactions with
related persons.  This may adversely affect the Company's  ability to pursue its
acquisition strategy. The Credit Agreement also requires the Company to maintain
specific financial ratios and to satisfy certain financial  condition tests. The
Company's  ability to meet those financial ratios and financial  condition tests
can be affected by events beyond its control, and there can be no assurance that
the Company will meet those tests.  The breach of any of those  covenants  could
result in a default under the Credit  Agreement,  the Notes Indentures or all of
them.  In the  event of a  default  under  the  Credit  Agreement  or the  Notes
Indentures,  the lenders could seek to declare all amounts outstanding under the
Credit  Agreement,  together  with  accrued and unpaid  interest,  if any, to be
immediately due and payable.  If the Company were unable to repay those amounts,
the lenders  under the Credit  Agreement  could proceed  against the  collateral
granted  to them to secure  that  indebtedness.  If the  indebtedness  under the
Credit Agreement or the Notes Indentures were to be accelerated, there can be no
assurance  that the assets of the Company  would be  sufficient to repay in full
that indebtedness and the other indebtedness of the Company.

         Substantially  all of the  tangible  assets of the Company are held by,
and  substantially  all of the  Company's  operating  revenues  are derived from
operations of, the Company's subsidiaries.  Therefore,  the Company's ability to
pay interest and  principal  when due under the Credit  Agreement and the Senior
Subordinated  Notes is dependent upon the receipt of sufficient  funds from such
subsidiaries.  The  Company's  obligations  under the Credit  Agreement  and the
Senior   Subordinated   Notes  are   guaranteed,   jointly  and  severally,   by
substantially all of the Company's present and future subsidiaries.

                                        4





Environmental Matters

         As of September 30, 1997 Iron Mountain owned or leased over 150 records
management  facilities.  Under various  federal,  state and local  environmental
laws, ordinances and regulations ("Environmental Laws"), an owner of real estate
or a lessee  conducting  operations  thereon may become  liable for the costs of
investigation,  removal or remediation of soil and  groundwater  contaminated by
certain hazardous substances or wastes or petroleum products.  Certain such laws
impose cleanup  responsibility and liability without regard to whether the owner
or operator of the real estate or operations  thereon knew of or was responsible
for the  contamination,  and whether or not operations at the property have been
discontinued  or title to the property has been  transferred.  In addition,  the
presence of such substances, or the failure to properly remediate such property,
may adversely affect the current property owner's or operator's  ability to sell
or rent such property or to borrow using such property as collateral.  The owner
or operator of contaminated real estate also may be subject to common law claims
by third parties based on damages and costs resulting from off-site migration of
the contamination.

         Certain  Environmental  Laws  govern  the  removal,   encapsulation  or
disturbance  of  asbestos-containing  materials  ("ACMs").  Such laws may impose
liability for release of ACMs and may enable third parties to seek recovery from
owners or operators of real estate for personal injury  associated with exposure
to such substances.  Certain facilities operated by Iron Mountain contain or may
contain ACMs. In addition, certain of the properties formerly or currently owned
or  operated by Iron  Mountain  were  previously  used for  industrial  or other
purposes that  involved the use or storage of hazardous  substances or petroleum
products  or the  generation  and  disposal  of  hazardous  wastes,  and in some
instances,  included the operation of  underground  storage tanks  ("USTs").  In
connection  with its  former  and  current  ownership  or  operation  of certain
properties, Iron Mountain may be potentially liable for environmental costs such
as those discussed above.  Iron Mountain has from time to time conducted certain
environmental  investigations  and remedial  activities at certain of its former
and current facilities,  but an in-depth  environmental review of all properties
has not yet been conducted by or on behalf of Iron Mountain.

         Iron  Mountain  believes  it  is in  substantial  compliance  with  all
applicable  material  Environmental  Laws.  No assurance can be given that there
are,  or  as a  result  of  possible  future  acquisitions  there  will  be,  no
environmental  conditions  for which Iron Mountain might be liable in the future
or  that  future   regulatory   action,   as  well  as  compliance  with  future
Environmental  Laws, will not require Iron Mountain to incur costs for or at its
properties  that  could  have a  material  adverse  effect  on  Iron  Mountain's
financial condition and results of operations.

No Intention to Pay Dividends

         Iron Mountain has never  declared or paid cash dividends on its capital
stock.  Iron Mountain  intends to retain future earnings for use in its business
and does not  anticipate  declaring  or paying any cash  dividends  on shares of
Common Stock in the foreseeable future. In addition,  Iron Mountain is currently
restricted under the terms of the Credit Agreement and the Notes Indentures from
declaring or paying cash dividends on its Common Stock.

                                        5





                                   THE COMPANY

         Iron  Mountain is America's  largest  records  management  company,  as
measured by its revenues.  The Company is a national,  full-service  provider of
records management and related services, enabling customers to outsource records
management  functions.  Iron Mountain has a  diversified  customer  base,  which
includes  more than half of the  Fortune  500 and  numerous  commercial,  legal,
banking,  healthcare,   accounting,  insurance,   entertainment  and  government
organizaitions.  The Company provides storage and related services for all major
media, including paper (the dominant form of record storage),  computer disk and
tapes, microfilm and microfiche,  master audio and video tapes, film and optical
disks, X-rays and blueprints. Iron Mountain's principal services provided to its
storage  customers include courier pick-up and delivery,  filing,  retrieval and
destruction of records,  database management,  customized reporting and disaster
recovery  support.  The  Company  also  sells  storage  materials  and  provides
consulting,  facilities  management,  information  technology staffing and other
outsourcing services.

         Iron Mountain was  incorporated in Delaware in 1990 but its predecessor
operations  date from 1951.  The  principal  executive  office of the Company is
located at 745 Atlantic  Avenue,  Boston,  Massachusetts  02111.  Its  telephone
number is (617) 357-4455.

                                 USE OF PROCEEDS

         Unless otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Offered  Securities
for general corporate purposes, which may include acquisitions,  investments and
the  repayment  of  indebtedness  outstanding  at such time or the  reduction of
amounts  outstanding  under the Credit  Agreement or any other credit  facility.
Pending  utilization  as set  forth  above,  the  proceeds  from the sale of the
Offered   Securities  will  be  invested  in  short-term,   dividend-paying   or
interest-bearing investment grade securities.

                       RATIO OF EARNINGS TO FIXED CHARGES

         The  following  table sets forth the  Company's  consolidated  ratio of
earnings to fixed charges for the periods indicated (dollars in thousands):




                                                                                                 Pro Forma(1)
                                                                                           -------------------------
                                                                                           For the year For the nine
                                                                      Nine months ended       ended     months ended
                              Year ended December 31,                   September 30,      December 31, September 30,
                    --------------------------------------------    ---------------------
                      1992     1993     1994     1995    1996          1996       1997         1996         1997
                      ----     ----     ----     ----    ----          ----       ----         ----         ----
                                                                                   
Ratio of earnings
to fixed charges      1.3x     1.3x     1.2x     1.1x    1.1x          1.1x      0.9x(2)      0.7x(3)     0.8x(4)

- ------------

1        Does  not  include   results  of  operations   prior  to  the  date  of
         acquisition,  or pro forma adjustments,  for acquisitions  completed by
         HIMSCORP or Arcus Group, Inc. in 1996 and 1997.
2        The Company  reported a pretax loss for the nine months ended September
         30,  1997.  For such period the  Company  would have needed to generate
         additional  income from  continuing  operations,  before  provision for
         income taxes, of $2,156 to cover its fixed charges of $24,425.
3        On a pro forma  basis,  the  Company  would  have  needed  to  generate
         additional  income from  continuing  operations,  before  provision for
         income taxes, of $17,779 to cover its fixed charges of $56,433.
4        On a pro forma  basis,  the  Company  would  have  needed  to  generate
         additional  income from  continuing  operations,  before  provision for
         income taxes, of $7,601 to cover its fixed charges of $44,366.



         The ratios of earnings to fixed charges  presented  above were computed
by dividing the Company's earnings by fixed charges. For this purpose,  earnings
have been  calculated by adding fixed charges to income (loss) before  provision
for income taxes.  Fixed charges consist of interest costs,  whether expensed or
capitalized,  the interest component of rental expense, if any,  amortization of
debt discounts and deferred financing costs, whether expensed or capitalized.

                                        6





                         DESCRIPTION OF DEBT SECURITIES

         The Debt  Securities will be direct  obligations of the Company,  which
may  be  secured  or  unsecured,   and  which  may  be  senior  or  subordinated
indebtedness   of  the   Company.   The  Debt   Securities   may  be  fully  and
unconditionally  guaranteed  on a secured or unsecured,  senior or  subordinated
basis,  jointly and severally by the  Guarantors.  The Debt  Securities  will be
issued under one or more indentures (an  "Indenture")  between the Company and a
trustee (an "Indenture Trustee"). Any Indenture will be subject to, and governed
by, the Trust Indenture Act of 1939, as amended (the "TIA"). The statements made
hereunder  relating  to any  Indentures  and the Debt  Securities  to be  issued
thereunder are summaries of certain  anticipated  provisions  thereof and do not
purport to be complete and are subject to, and are  qualified in their  entirety
by reference to, all provisions of the Indentures and such Debt Securities.

General

         The Company has filed with the  Registration  Statement with respect to
the Offered  Securities a form of Indenture (as supplemented  from time to time,
the "Senior  Indenture")  relating to the Senior  Securities  (as defined) and a
form of  Indenture  (as  supplemented  from  time  to  time,  the  "Subordinated
Indenture")  relating to the Senior  Subordinated  Securities  (as  defined) and
Subordinated  Securities  (as  defined).  The  Debt  Securities  will be  direct
obligations of the Company and, if issued under the Senior Indenture,  will rank
equally and ratably in right of payment with other  indebtedness  of the Company
that is not  subordinated  (the  "Senior  Securities"),  or, if issued under the
Subordinated  Indenture,  will be  subordinated in right of payment to the prior
payment in full of Senior Indebtedness (as defined in the applicable  Prospectus
Supplement) and may rank equally and ratably with the Senior  Subordinated Notes
and  any  other   senior   subordinated   indebtedness   ("Senior   Subordinated
Securities")  or  may  be  subordinated  in  right  of  payment  to  the  Senior
Subordinated   Notes   and   such   other   senior   subordinated   indebtedness
("Subordinated  Securities").  See "--Subordination." The Debt Securities may be
issued without limit as to aggregate principal amount, in one or more series, in
each case as established  from time to time in or pursuant to authority  granted
by a resolution  of the Board of Directors of the Company or as  established  in
one or more indentures supplemental to any Indenture. All Debt Securities of one
series need not be issued at the same time and,  unless  otherwise  provided,  a
series  may be  reopened,  without  the  consent  of  the  holders  of the  Debt
Securities of such series,  for issuances of additional  Debt Securities of such
series.

         It is anticipated that any Indenture will provide that the Company may,
but need not,  designate more than one Indenture Trustee  thereunder,  each with
respect to one or more series of Debt  Securities.  Any Indenture  Trustee under
any  Indenture  may resign or be removed  with  respect to one or more series of
Debt Securities,  and a successor Indenture Trustee may be appointed to act with
respect  to such  series.  In the event that two or more  persons  are acting as
Indenture Trustee with respect to different series of Debt Securities, each such
Indenture  Trustee shall be a trustee of a trust under the applicable  Indenture
separate and apart from the trust  administered by any other Indenture  Trustee,
and, except as otherwise  indicated  herein,  any action  described herein to be
taken by the Indenture  Trustee may be taken by each such Indenture Trustee with
respect to, and only with respect to, the one or more series of Debt  Securities
for which it is Indenture Trustee under the applicable Indenture.

         Reference is made to the Prospectus  Supplement  relating to the series
of Debt  Securities  being offered for the specific  terms  thereof,  including,
where applicable, the following:

         (1)      the  title of such  Debt  Securities  and  whether  such  Debt
                  Securities   are  Senior   Securities,   Senior   Subordinated
                  Securities or Subordinated Securities;

         (2)      the aggregate principal amount of such Debt Securities and any
                  limit on such aggregate principal amount;

         (3)      the  percentage  of the  principal  amount at which  such Debt
                  Securities  will be issued  and,  if other than the  principal
                  amount  thereof,  the portion of the principal  amount thereof
                  payable upon

                                        7





                  declaration of  acceleration of the maturity  thereof,  or (if
                  applicable)  the portion of the principal  amount of such Debt
                  Securities  which is  convertible,  or the method by which any
                  such portion shall be determined;

         (4)      if  convertible,  the terms on which such Debt  Securities are
                  convertible,  including the initial  conversion  price or rate
                  and the conversion  period and any  applicable  limitations on
                  the ownership or  transferability of the securities into which
                  such Debt Securities are convertible;

         (5)      the date or dates, or the method for determining  such date or
                  dates,  on which the principal of such Debt Securities will be
                  payable;

         (6)      the rate or rates  (which  may be fixed or  variable),  or the
                  method by which  such rate or rates  shall be  determined,  at
                  which such Debt Securities will bear interest, if any;

         (7)      the date or dates, or the method for determining  such date or
                  dates, from which any interest will accrue, the dates on which
                  any such interest  will be payable,  the record dates for such
                  interest  payment dates,  or the method by which any such date
                  shall be determined, the person to whom such interest shall be
                  payable, and the basis upon which interest shall be calculated
                  if other than that of a 360-day  year of 12 months  consisting
                  of 30 days each;

         (8)      the place or places  where (i) the  principal  of, any premium
                  and interest on, and any additional amounts payable in respect
                  of such  Debt  Securities  will be  payable,  (ii)  such  Debt
                  Securities may be surrendered  for conversion or  registration
                  of  transfer or  exchange  and (iii)  notices or demands to or
                  upon the  Company in respect of such Debt  Securities  and the
                  applicable Indenture may be served;

         (9)      the period or  periods  within  which,  the price or prices at
                  which  and the  terms  and  conditions  upon  which  such Debt
                  Securities  may be  redeemed,  as a whole or in  part,  at the
                  option  of the  Company,  if the  Company  is to have  such an
                  option;

         (10)     the  obligation,  if any, of the  Company to redeem,  repay or
                  purchase such Debt Securities  pursuant to any sinking fund or
                  analogous provision or at the option of a holder thereof,  and
                  the period or  periods  within  which,  the price or prices at
                  which  and the  terms  and  conditions  upon  which  such Debt
                  Securities will be redeemed,  repaid or purchased,  as a whole
                  or in part, pursuant to such obligation;

         (11)     if other than U.S.  dollars,  the  currency or  currencies  in
                  which such Debt Securities are denominated and payable,  which
                  may be a  foreign  currency  or units  of two or more  foreign
                  currencies  or a  composite  currency or  currencies,  and the
                  terms and conditions relating thereto;

         (12)     if the  principal  of or premium,  if any, or interest on such
                  Debt  Securities  is to be  payable,  at the  election  of the
                  Company  or a holder  thereof,  in one or more  currencies  or
                  currency  units  other  than that or those in which  such Debt
                  Securities are stated to be payable, the currency,  currencies
                  or currency  units in which  payment of the  principal  of and
                  premium,  if any,  and  interest  on Debt  Securities  of such
                  series as to which such election is made shall be payable, and
                  the periods  within  which and the terms and  conditions  upon
                  which such election is to be made;

         (13)     whether the amount of payments of interest on, principal of or
                  premium,  if any, on such Debt  Securities  may be  determined
                  with  reference to an index,  formula or other  method  (which
                  index,  formula  or method  may,  but need not,  be based on a
                  currency,  currencies,  currency  unit or units  or  composite
                  currency or  currencies)  and the manner in which such amounts
                  shall be determined;


                                        8





         (14)     the events of default or covenants of such Debt Securities, to
                  the extent different from or in addition to those described in
                  this Prospectus, and any provisions granting special rights to
                  the holders of such Debt  Securities  upon the  occurrence  of
                  events specified in such Prospectus Supplement;

         (15)     whether such Debt  Securities  will be issued in  certificated
                  and/or book-entry form;

         (16)     whether such Debt  Securities  will be in registered or bearer
                  form and, if in registered form, the denominations  thereof if
                  other than $1,000 and any integral multiple thereof and, if in
                  bearer  form,   the   denominations   thereof  and  terms  and
                  conditions relating thereto;

         (17)     whether  any of such Debt  Securities  are to be  issuable  in
                  permanent  global form (a "Global  Security")  and, if so, the
                  terms and  conditions,  if any,  upon which  interests in such
                  Global Security may be exchanged, in whole or in part, for the
                  individual Debt Securities represented thereby;

         (18)     the  applicability,  if any, of the  defeasance  and  covenant
                  defeasance  provisions  described  in this  Prospectus  or any
                  modification thereof;

         (19)     if such Debt  Securities are to be issued upon the exercise of
                  debt  warrants,  the  time,  manner  and  place  for such Debt
                  Securities to be authenticated and delivered;

         (20)     whether  and under what  circumstances  the  Company  will pay
                  additional  amounts on such Debt  Securities in respect of any
                  tax, assessment or governmental charge and, if so, whether the
                  Company will have the option to redeem such Debt Securities in
                  lieu of making such payment;

         (21)     the  subordination  provisions,  if any, relating to such Debt
                  Securities;

         (22)     the provisions,  if any, relating to any security provided for
                  such Debt Securities; and

         (23)     the provisions, if any, relating to any guarantee of such Debt
                  Securities.

         The Debt  Securities  may  provide  for less than the entire  principal
amount thereof to be payable upon  declaration of  acceleration  of the maturity
thereof  ("Original  Issue  Discount  Securities").  If material or  applicable,
special U.S. federal income tax, accounting and other considerations  applicable
to Original  Issue  Discount  Securities  will be  described  in the  applicable
Prospectus Supplement.

         Except as described under  "--Merger,  Consolidation or Sale of Assets"
or as may be set  forth in any  Prospectus  Supplement,  an  Indenture  will not
contain  any other  provisions  that would  limit the  ability of the Company to
incur  indebtedness  or  that  would  afford  holders  of  the  Debt  Securities
protection in the event of a highly leveraged or similar  transaction  involving
the  Company or in the event of a change of  control.  Reference  is made to the
applicable  Prospectus  Supplement for information with respect to any deletions
from,  modifications  of or additions to the events of default or covenants that
are described  below,  including any addition of a covenant or other  provisions
providing event risk or similar protection.

Denominations, Interest, Registration and Transfer

         Unless otherwise described in the applicable Prospectus Supplement, the
Debt Securities of any series that are registered securities,  other than Global
Securities   (which  may  be  of  any   denomination),   shall  be  issuable  in
denominations of $1,000 and any integral multiple thereof.


                                        9





         Unless otherwise specified in the applicable Prospectus Supplement, the
interest  on and  principal  of and  premium,  if  any,  on any  series  of Debt
Securities  will be  payable  at the  corporate  trust  office of the  Indenture
Trustee,  initially  at the  address  which will be set forth in the  applicable
Prospectus Supplement;  provided that, at the option of the Company,  payment of
interest  may be made by check  mailed to the  address  of the  person  entitled
thereto as it appears in the applicable register or by wire transfer of funds to
such person at an account maintained within the United States.

         Any interest not  punctually  paid or duly provided for on any interest
payment  date  with  respect  to a Debt  Security  ("Defaulted  Interest")  will
forthwith  cease to be payable to the holder on the  applicable  regular  record
date and may either be paid to the person in whose  name such Debt  Security  is
registered  at the close of  business  on a special  record  date (the  "Special
Record  Date") for the  payment of such  Defaulted  Interest  to be fixed by the
applicable  Indenture  Trustee,  notice  whereof shall be given to the holder of
such Debt  Security not less than 10 days prior to such Special  Record Date, or
may be paid at any  time in any  other  lawful  manner,  all as more  completely
described in the applicable Indenture.

         Subject to certain  limitations  imposed upon Debt Securities issued in
book-entry  form,  the Debt  Securities of any series will be  exchangeable  for
other  Debt  Securities  of the same  series and of a like  aggregate  principal
amount and tenor of different  authorized  denominations  upon surrender of such
Debt  Securities  at the  corporate  trust  office of the  applicable  Indenture
Trustee.  In  addition,   subject  to  certain  limitations  imposed  upon  Debt
Securities  issued in book-entry  form, the Debt Securities of any series may be
surrendered for conversion or registration of transfer  thereof at the corporate
trust  office  of  the  applicable   Indenture  Trustee.   Every  Debt  Security
surrendered for  conversion,  registration of transfer or exchange shall be duly
endorsed or accompanied by a written  instrument of transfer.  No service charge
will  be  made  for  any  registration  of  transfer  or  exchange  of any  Debt
Securities,  but the Indenture  Trustee or the Company may require  payment of a
sum  sufficient  to  cover  any tax or  other  governmental  charge  payable  in
connection  therewith.  If the applicable  Prospectus  Supplement  refers to any
transfer agent (in addition to the Indenture  Trustee)  initially  designated by
the Company  with respect to any series of Debt  Securities,  the Company may at
any time rescind the  designation of any such transfer agent or approve a change
in the location  through  which any such  transfer  agent acts,  except that the
Company  will be required to maintain a transfer  agent in each place of payment
for such  series.  The Company  may at any time  designate  additional  transfer
agents with respect to any series of Debt Securities.

         Neither the Company nor any Indenture  Trustee shall be required to (i)
issue, register the transfer of or exchange Debt Securities of any series during
a period  beginning  at the opening of business 15 days before any  selection of
Debt  Securities  of that  series  to be  redeemed  and  ending  at the close of
business  on (a) if  such  Debt  Securities  are  issuable  only  as  registered
securities,  the day of the mailing of the relevant notice of redemption and (b)
if such Debt Securities are issuable as bearer securities,  the day of the first
publication of the relevant notice of redemption or, if such Debt Securities are
also issuable as registered securities and there is no publication,  the mailing
of the relevant notice of redemption;  (ii) register the transfer of or exchange
any registered  security so selected for redemption in whole or in part, except,
in the case of any  registered  security  to be  redeemed  in part,  the portion
thereof not to be redeemed;  (iii) exchange any bearer  security so selected for
redemption  except that such a bearer security may be exchanged for a registered
security of that series and like tenor;  provided that such registered  security
shall be simultaneously  surrendered for redemption; or (iv) issue, register the
transfer  of or  exchange  any Debt  Security  which  has been  surrendered  for
repayment at the option of the holder,  except the portion, if any, of such Debt
Security not to be so repaid.


                                       10





Merger, Consolidation or Sale of Assets

         The Company may not  consolidate  or merge with or into (whether or not
the Company is the surviving  corporation),  or sell, assign,  transfer,  lease,
convey or otherwise  dispose of all or  substantially  all of its  properties or
assets in one or more related  transactions,  to another entity unless:  (a) the
Company is the  surviving  corporation  or the entity formed by or surviving any
such  consolidation or merger (if other than the Company) or to which such sale,
assignment,  transfer,  lease,  conveyance or other  disposition shall have been
made is a corporation organized or existing under the laws of the United States,
any state  thereof or the  District  of  Columbia;  (b) the entity  formed by or
surviving  any such  consolidation  or merger (if other than the Company) or the
entity to which such sale,  assignment,  transfer,  lease,  conveyance  or other
disposition  shall have been made  assumes  all the  obligations  of the Company
under  the  Debt  Securities  and  any  Indenture  (pursuant  to a  supplemental
indenture  in  a  form  reasonably  satisfactory  to  the  applicable  Indenture
Trustee);  and (c) immediately  after such transaction no event of default under
the applicable Indenture, and no event which, after notice or the lapse of time,
or both, would become such an event of default exists.

Certain Covenants

         Provision  of  Financial  Information.  Whether or not  required by the
rules and  regulations  of the  Commission,  so long as any Debt  Securities are
outstanding,  the Company will furnish to the holders of Debt Securities (a) all
quarterly  and  annual  financial  information  that  would  be  required  to be
contained in a filing with the  Commission on Forms 10-Q and 10-K if the Company
were  required to file such  Forms,  including a  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations" and, with respect to
the  annual  information  only,  a report  thereon  by the  Company's  certified
independent accountants and (b) all financial information that would be required
to be  included  in a Form 8-K filed with the  Commission  if the  Company  were
required to file such reports. In addition, whether or not required by the rules
and  regulations  of the  Commission,  the Company  will file a copy of all such
information and reports with the Commission for public availability  (unless the
Commission will not accept such a filing) and make such information available to
investors who request it in writing.

         Additional  Covenants.  Any  additional  or different  covenants of the
Company (or modifications to the foregoing covenants) with respect to any series
of Debt Securities will be set forth in the applicable Prospectus Supplement.

Events of Default, Notice and Waiver

         Each  Indenture  will provide that the following  events are "Events of
Default" with respect to any series of Debt Securities  issued  thereunder;  (a)
default for 30 days in the payment of any  installment  on any Debt  Security of
such series; (b) default in the payment of the principal of (or premium, if any,
on) any Debt Security of such series at its maturity;  (c) default in making any
sinking  fund  payments as required for any Debt  Security of such  series;  (d)
default in the performance of any other covenant of the Company contained in the
applicable  Indenture  (other than a covenant added to such Indenture solely for
the benefit of a series of Debt  Securities  issued  thereunder  other than such
series),  such default  having  continued  for 60 days after  written  notice as
provided in such Indenture; (e) default in the payment of an aggregate principal
amount  exceeding a specified  dollar amount of any evidence of  indebtedness of
the Company or any  mortgage,  indenture  or other  instrument  under which such
indebtedness is issued or by which such  indebtedness  is secured,  such default
having  occurred after the expiration of any applicable  grace period and having
resulted  in  the   acceleration  of  the  maturity  of  such   indebtedness  or
constituting a default in the payment of such  indebtedness  at final  maturity,
but only if such  indebtedness  is not  discharged or such  acceleration  is not
rescinded  or  annulled;  (f)  certain  events  of  bankruptcy,   insolvency  or
reorganization, or court appointment of a receiver, liquidator or trustee of the
Company or any Significant  Subsidiary (as hereinafter  defined) or any of their
respective property; and (g) any other event of default provided with respect to
a particular series of Debt Securities.  The term "Significant Subsidiary" means
each significant  subsidiary (as defined in Regulation S-X promulgated under the
Securities Act) of the Company.

                                       11





         If an Event of Default  (other  than an Event of Default  described  in
clause (f) above) under any  Indenture  with respect to Debt  Securities  of any
series at the time outstanding occurs and is continuing, then in every such case
the  applicable  Indenture  Trustee or the holders of at least 25% in  principal
amount of the  outstanding  Debt  Securities  of that  series  may  declare  the
principal  amount (or, if the Debt  Securities of that series are Original Issue
Discount Securities or indexed securities,  such portion of the principal amount
as may be specified in the terms thereof) of all of the Debt  Securities of that
series to be due and  payable  immediately  by  written  notice  thereof  to the
Company (and to the applicable Indenture Trustee if given by the holders). If an
Event of  Default  described  in  clause  (f)  above  with  respect  to the Debt
Securities  of any series at the time  outstanding  shall occur,  the  principal
amount of all the Debt  Securities  of that  series (or, in the case of any such
Original Issue Discount Security or other Debt Security,  such specified amount)
will  automatically,  and  without  any action by the  Indenture  Trustee or any
holder of such series of Debt  Securities,  become  immediately due and payable.
However,  at any time after such a declaration of  acceleration  with respect to
Debt Securities of such series (or of all Debt Securities then outstanding under
the  applicable  Indenture,  as the  case may be) has been  made,  but  before a
judgment  or  decree  for  payment  of the money  due has been  obtained  by the
applicable  Indenture  Trustee,  the  holders  of not less  than a  majority  in
principal  amount of outstanding  Debt Securities of such series (or of all Debt
Securities then outstanding under the applicable Indenture,  as the case may be)
may rescind and annul such  declaration and its  consequences if (i) the Company
shall have deposited with the applicable Indenture Trustee all required payments
of the principal of (and premium, if any) and interest on the Debt Securities of
such series (or of all Debt  Securities  then  outstanding  under the applicable
Indenture,  as the case may be), plus certain fees, expenses,  disbursements and
advances of the applicable  Indenture  Trustee,  and (ii) all Events of Default,
other than the  non-payment  of  accelerated  principal  (or  specified  portion
thereof),  or premium, if any, or interest on the Debt Securities of such series
(or of all Debt Securities then outstanding under the applicable  Indenture,  as
the  case may be) have  been  cured or  waived  as  provided  in the  applicable
Indenture. Each of the Indentures will also provide that the holders of not less
than a majority in principal  amount of the  outstanding  Debt Securities of any
series  (or of  all  Debt  Securities  then  outstanding  under  the  applicable
Indenture,  as the case may be) may waive any past  default with respect to such
series  and  its  consequences,  except  a  default  (i) in the  payment  of the
principal  of (or  premium,  if any) or  interest  on any Debt  Security of such
series or (ii) in respect of a covenant or provision contained in the applicable
Indenture  that cannot be modified or amended  without the consent of the holder
of each outstanding Debt Security affected thereby.

         The Indenture Trustee will be required to give notice to the holders of
Debt  Securities  within 90 days of a default  under  the  applicable  Indenture
unless  such  default  has been cured or waived;  provided,  however,  that such
Indenture  Trustee  may  withhold  notice to the  holders  of any series of Debt
Securities  of any default with respect to such series  (except a default in the
payment  of the  principal  of (or  premium,  if any) or  interest  on any  Debt
Security of such series or in the payment of any  sinking  fund  installment  in
respect of any Debt Security of such series) if specified  responsible  officers
of such  Indenture  Trustee  consider such  withholding to be in the interest of
such holders.

         Each Indenture  will provide that no holders of Debt  Securities of any
series may institute any proceedings, judicial or otherwise, with respect to the
Indenture  or for any  remedy  thereunder,  except in the case of failure of the
Indenture  Trustee,  for 60 days, to act after it has received a written request
to institute  proceedings  in respect of an event of default from the holders of
not less than a majority in principal  amount of the outstanding Debt Securities
of such series, as well as an offer of reasonable indemnity. This provision will
not prevent,  however,  any holder of Debt Securities from  instituting suit for
the  enforcement  of  payment  of the  principal  of (and  premium,  if any) and
interest on such Debt Securities at the respective due dates thereof.

         Subject to  provisions  in the  applicable  Indenture  relating  to its
duties in case of default,  no Indenture Trustee will be under any obligation to
exercise  any of its rights or powers  under such  Indenture  at the  request or
direction of any holders of any series of Debt Securities then outstanding under
such Indenture,  unless such holders shall have offered to the Indenture Trustee
reasonable  security  or  indemnity.  The holders of not less than a majority in
principal  amount of the  outstanding  Debt  Securities of any series (or of all
Debt Securities then outstanding under the applicable Indenture, as the case may
be) shall have the right to direct the time, method and place of conducting

                                       12





any proceeding for any remedy available to the applicable  Indenture Trustee, or
of exercising any trust or power conferred upon such Indenture Trustee. However,
an  Indenture  Trustee may refuse to follow any  direction  which is in conflict
with any law or the  Indenture,  which may  involve  such  Indenture  Trustee in
personal  liability  or which may be unduly  prejudicial  to the holders of Debt
Securities of such series not joining therein.

         The  Company  will be  required  to deliver to each  Indenture  Trustee
annually a  certificate,  signed by one of  several  specified  officers  of the
Company,  stating whether or not such officer has knowledge of any default under
the applicable Indenture and, if so, specifying each such default and the nature
and status thereof.

Modification of the Indenture

         Modifications  and  amendments of an Indenture  will be permitted to be
made, and a waiver of any existing  default or compliance with any provision may
be made,  only with the  consent of the  holders of not less than a majority  in
principal  amount of all  outstanding  Debt  Securities or series of outstanding
Debt Securities  which are affected by such  modification,  amendment or waiver;
provided,  however, that no such modification,  amendment or waiver may, without
the  consent  of the holder of each such Debt  Security  affected  thereby,  (i)
change the stated  maturity of the principal of, or any  installment of interest
(or premium, if any) on any such Debt Security; (ii) reduce the principal amount
of, or the rate or amount of interest on, or any premium  payable on  redemption
of, any such Debt  Security,  or reduce the amount of  principal  of an Original
Issue  Discount  Security  that would be due and  payable  upon  declaration  of
acceleration  of the  maturity  thereof or would be provable in  bankruptcy,  or
adversely affect any right of repayment of the holder of any such Debt Security;
(iii)  change the place of  payment,  or the coin or  currency,  for  payment of
principal  of,  premium,  if any, or interest  on any such Debt  Security;  (iv)
impair the right to institute suit for the enforcement of any payment on or with
respect to any such Debt Security; (v) reduce the percentage of outstanding Debt
Securities of any series  necessary to modify or amend the  Indenture,  to waive
compliance with certain  provisions thereof or certain defaults and consequences
thereunder  or to reduce  the  quorum or voting  requirements  set forth in such
Indenture;  or (vi)  waive a  default  or event of  default  in the  payment  of
principal of or premium,  if any, or interest on the Debt  Securities  (except a
recision of  acceleration  of the Debt  Securities by holders of not less than a
majority in principal  amount of Debt  Securities  or series of Debt  Securities
affected thereby and that resulted from such acceleration);  or (vii) modify any
of the foregoing  provisions or any of the provisions  relating to the waiver of
certain  past  defaults or certain  covenants,  except to increase  the required
percentage to effect such action or to provide that certain other provisions may
not be  modified  or  waived  without  the  consent  of the  holder of such Debt
Security.

         Modifications  and  amendments of an Indenture  will be permitted to be
made by the Company and the applicable  Indenture Trustee thereunder without the
consent of any holder of Debt Securities for any of the following purposes:  (i)
to evidence the  succession  of another  person to the Company as obligor  under
such  Indenture;  (ii) to add to the covenants of the Company for the benefit of
the holders of all or any series of Debt Securities or to surrender any right or
power  conferred  upon the  Company  in such  Indenture;  (iii) to add events of
default for the benefit of the holders of all or any series of Debt  Securities;
(iv) to add or change any provisions of the Indenture to facilitate the issuance
of, or to  liberalize  certain  terms of, Debt  Securities in bearer form, or to
permit or facilitate  the issuance of Debt  Securities in  uncertificated  form;
provided  that such  action  shall not  adversely  affect the  interests  of the
holders  of the Debt  Securities  in any  material  respect;  (v) to  change  or
eliminate  any  provisions  of the  Indenture;  provided that any such change or
elimination  shall  become  effective  only when  there  are no Debt  Securities
outstanding  of any series  created  prior  thereto  which are  entitled  to the
benefit  of such  provision;  (vi) to  secure  the  Debt  Securities;  (vii)  to
establish  the form or terms of Debt  Securities  of any series,  including  the
provisions  and  procedures,  if  applicable,  for the  conversion  of such Debt
Securities  into  Common  Stock or  Preferred  Stock;  (viii) to provide for the
acceptance of  appointment  by a successor  Indenture  Trustee or facilitate the
administration  of the  trusts  under an  Indenture  by more than one  Indenture
Trustee;  (ix) to cure any ambiguity,  defect or  inconsistency in an Indenture;
provided that such action shall not adversely affect the interests of holders of
Debt Securities of any series in any material respect;  or (x) to supplement any
of the  provisions  of an  Indenture  to  the  extent  necessary  to  permit  or
facilitate defeasance and discharge of any series of such Debt Securities;

                                       13





provided  that such  action  shall not  adversely  affect the  interests  of the
holders of the Debt Securities of any series in any material respect.

         Each Indenture will provide that in determining  whether the holders of
the requisite  principal  amount of outstanding Debt Securities of a series have
given any request, demand,  authorization,  direction, notice, consent or waiver
thereunder  or  whether a quorum is  present  at a meeting  of  holders  of Debt
Securities, (i) the principal amount of an Original Issue Discount Security that
shall be deemed to be outstanding  shall be the amount of the principal  thereof
that  would  be due  and  payable  as of the  date of  such  determination  upon
declaration of acceleration of the maturity  thereof,  (ii) the principal amount
of a Debt  Security  denominated  in a  foreign  currency  that  shall be deemed
outstanding  shall be the U.S. dollar  equivalent,  determined on the issue date
for such Debt Security,  of the principal amount (or, in the case of an Original
Issue Discount  Security,  the U.S. dollar  equivalent on the issue date of such
Debt  Security of the amount  determined  as  provided in (i) above),  (iii) the
principal amount of an indexed security that shall be deemed  outstanding  shall
be the  principal  face amount of such  indexed  security at original  issuance,
unless  otherwise  provided  with  respect  to  such  indexed  security  in  the
applicable Indenture, and (iv) Debt Securities owned by the Company or any other
obligor  upon the Debt  Securities  or any  affiliate  of the Company or of such
other obligor shall be disregarded.

         Each  Indenture will contain  provisions for convening  meetings of the
holders of each series of Debt  Securities.  A meeting may be called at any time
by an Indenture Trustee,  and also, upon request,  by the Company or the holders
of at least 25% in principal  amount of the outstanding  Debt Securities of such
series,  in any such case,  upon notice  given as  provided  in such  Indenture.
Except for any  consent  that must be given by the holder of each Debt  Security
affected by certain  modifications,  amendments and waiver of an Indenture,  any
resolution  presented at a meeting or adjourned meeting duly reconvened at which
a quorum is present may be adopted by the  affirmative  vote of the holders of a
majority in principal  amount of the outstanding Debt Securities of that series;
provided,  however,  that,  except as referred  to above,  any  resolution  with
respect to any  request,  demand,  authorization,  direction,  notice,  consent,
waiver or other  action  that may be made,  given or taken by the  holders  of a
specified percentage,  which is less than a majority, in principal amount of the
outstanding Debt Securities of a series may be adopted at a meeting or adjourned
meeting duly reconvened at which a quorum is present by the affirmative  vote of
the holders of such specified  percentage in principal amount of the outstanding
Debt Securities for that series.  Any resolution passed or decision taken at any
meeting of holders of Debt Securities of any series duly held in accordance with
the applicable  Indenture  will be binding on all holders of Debt  Securities of
that series. The quorum at any meeting called to adopt a resolution,  and at any
reconvened  meeting,  will be persons  holding  or  representing  a majority  in
principal  amount of the  outstanding  Debt  Securities  of a series;  provided,
however,  that if any action is to be taken at such  meeting  with  respect to a
consent or waiver which may be given by the holders of not less than a specified
percentage in principal  amount of the outstanding  Debt Securities of a series,
the persons  holding or  representing  such  specified  percentage  in principal
amount of the  outstanding  Debt  Securities  of such series will  constitute  a
quorum.

         Notwithstanding the foregoing  provisions,  each Indenture will provide
that if any action is to be taken at a meeting of holders of Debt  Securities of
any  series  with  respect to any  request,  demand,  authorization,  direction,
notice,  consent,  waiver or other action that such Indenture expressly provides
may be  made,  given  or taken by the  holders  of such  series  and one or more
additional  series:  (i) there shall be no minimum quorum  requirement  for such
meeting and (ii) the principal amount of the outstanding Debt Securities of such
series that vote in favor of such  request,  demand,  authorization,  direction,
notice,  consent,  waiver  or  other  action  shall  be taken  into  account  in
determining  whether such request,  demand,  authorization,  direction,  notice,
consent,  waiver  or other  action  has been  made,  given or taken  under  such
Indenture.

Discharge, Defeasance and Covenant Defeasance

         The Company may discharge certain  obligations to holders of any series
of Debt  Securities  that have not  already  been  delivered  to the  applicable
Indenture  Trustee for  cancellation and that either have become due and payable
or will  become due and payable  within one year (or  scheduled  for  redemption
within one year) by

                                       14





irrevocably  depositing  with such Indenture  Trustee,  in trust,  funds in such
currency  or  currencies,  currency  unit or  units  or  composite  currency  or
currencies in which such Debt Securities are payable in an amount  sufficient to
pay the entire indebtedness on such Debt Securities in respect of principal (and
premium,  if any)  and  interest  to the  date of such  deposit  (if  such  Debt
Securities  have become due and payable) or to the stated maturity or redemption
date, as the case may be.

         An Indenture may provide that, if certain  provisions  thereof are made
applicable  to the  Debt  Securities  of or  within  a  series  pursuant  to the
Indenture,  the Company may elect either (i) to defease and be  discharged  from
any and all  obligations  with respect to such Debt  Securities  (except for the
obligation to pay  additional  amounts,  if any, upon the  occurrence of certain
events of tax,  assessment  or  governmental  charge with respect to payments on
such Debt Securities and the obligations to register the transfer or exchange of
such Debt  Securities,  to replace  temporary or mutilated,  destroyed,  lost or
stolen Debt Securities,  to maintain an office or agency in respect of such Debt
Securities and to hold moneys for payment in trust) ("defeasance") or (ii) to be
released from its obligations with respect to such Debt Securities under certain
sections  of  such  Indenture   (including  the  restrictions   described  under
"--Certain  Covenants")  and,  if  provided  pursuant  to  such  Indenture,  its
obligations with respect to any other covenant,  and any omission to comply with
such  obligations  shall not  constitute  a default or an event of default  with
respect to such Debt Securities ("covenant defeasance"), in either case upon the
irrevocable  deposit by the Company with the applicable  Indenture  Trustee,  in
trust, of an amount,  in such currency or currencies,  currency unit or units of
composite  currency or currencies in which such Debt  Securities  are payable at
stated  maturity,  or  Government  Obligations  (as  defined  below),  or  both,
applicable  to such Debt  Securities  which  through  the  scheduled  payment of
principal and interest,  in accordance with their terms will provide money in an
amount sufficient to pay the principal of (and premium,  if any) and interest on
such Debt  Securities,  and any  mandatory  sinking fund or  analogous  payments
thereon, on the scheduled dates therefor.

         Such a trust  may be  established  only if,  among  other  things,  the
Company has delivered to the applicable  Indenture Trustee an opinion of counsel
(as  specified in the  applicable  Indenture)  to the effect that the holders of
such Debt Securities will not recognize  income,  gain or loss for U.S.  federal
income tax purposes as a result of such  defeasance or covenant  defeasance  and
will be subject to U.S.  federal  income  tax on the same  amounts,  in the same
manner and at the same times as would have been the case if such  defeasance  or
covenant defeasance had not occurred.

         "Government   Obligations"   means  securities  which  are  (i)  direct
obligations of the United States of America or the  government  which issued the
foreign  currency  in which  the Debt  Securities  of a  particular  series  are
payable,  for the  payment of which its full faith and credit is pledged or (ii)
obligations  of a person  controlled or supervised by and acting as an agency or
instrumentality  of the United States of America or such government which issued
the foreign  currency in which the Debt  Securities  of a particular  series are
payable, the payment of which is unconditionally  guaranteed as a full faith and
credit  obligation  by the United  States of  America or such other  government,
which,  in either  case,  are not  callable or  redeemable  at the option of the
issuer thereof,  and shall also include a depository receipt issued by a bank or
trust company as custodian with respect to any such  Government  Obligation or a
specific  payment of interest on or principal of any such Government  Obligation
held by such  custodian  for the account of the holder of a depository  receipt;
provided  that (except as required by law) such  custodian is not  authorized to
make any  deduction  from the amount  payable  to the holder of such  depository
receipt from any amount  received by the custodian in respect of the  Government
Obligations  or  the  specific  payment  of  interest  on or  principal  of  the
Government Obligations evidenced by such depository receipt.

         Unless otherwise provided in the applicable Prospectus  Supplement,  if
after the Company has deposited  funds and/or  Government  Obligations to effect
defeasance or covenant defeasance with respect to Debt Securities of any series,
(i) the holder of a Debt Security of such series is entitled to, and does, elect
pursuant  to the  applicable  Indenture  or the terms of such Debt  Security  to
receive  payment in a currency,  currency unit or composite  currency other than
that in which such  deposit has been made in respect of such Debt  Security,  or
(ii) a Conversion  Event (as defined  below)  occurs in respect of the currency,
currency  unit or composite  currency in which such  deposit has been made,  the
indebtedness represented by such Debt Security shall be deemed to have been, and
will be, fully

                                       15





discharged  and satisfied  through the payment of the principal of (and premium,
if any)  and  interest  on such  Debt  Security  as they  become  due out of the
proceeds  yielded by converting  the amount so deposited in respect of such Debt
Security  into the currency,  currency unit or composite  currency in which such
Debt Security  becomes payable as a result of such election or such cessation of
usage based on the applicable market exchange rate. "Conversion Event" means the
cessation of use of (i) a currency,  currency unit or composite currency both by
the  government of the country which issued such currency and for the settlement
of transactions by a central bank or other public  institutions of or within the
international banking community,  (ii) the ECU both within the European Monetary
System and for the  settlement  of  transactions  by public  institutions  of or
within the European Communities or (iii) any currency unit or composite currency
other  than  the ECU for the  purposes  for  which  it was  established.  Unless
otherwise  provided in the  applicable  Prospectus  Supplement,  all payments of
principal of (and  premium,  if any) and interest on any Debt  Security  that is
payable  in a  foreign  currency  that  ceases to be used by its  government  of
issuance shall be made in U.S. dollars.

         If the Company  effects  covenant  defeasance  with respect to any Debt
Securities and such Debt  Securities are declared due and payable because of the
occurrence  of any event of default  and the amount in such  currency,  currency
unit or  composite  currency  in which such Debt  Securities  are  payable,  and
Government  Obligations  on deposit with the Trustee,  are not sufficient to pay
amounts due on such Debt  Securities at the time of the  acceleration  resulting
from such event of default  (even though they would have been  sufficient to pay
amounts due under such Debt  Security  and their stated time of  maturity),  the
Company  would remain  liable to make payment of such amounts due at the time of
acceleration.

         Notwithstanding  the  description  set  forth  under  "--Subordination"
below, in the event that the Company deposits money or Government Obligations in
compliance  with the applicable  Indenture in order to defease all or certain of
its  obligations  with  respect  to  any  Senior   Subordinated   Securities  or
Subordinated Securities,  the moneys or Government Obligations so deposited will
not be  subject  to the  subordination  provisions  of  such  Indenture  and the
indebtedness  evidenced by such Senior  Subordinated  Securities or Subordinated
Securities will not be subordinated in right of payment to the holders of senior
indebtedness  and senior  subordinated  indebtedness (as the case may be) to the
extent of the moneys or Government Obligations so deposited.

         The  applicable   Prospectus   Supplement  may  further   describe  the
provisions, if any, permitting such defeasance or covenant defeasance, including
any  modifications to the provisions  described above,  with respect to the Debt
Securities of or within a particular series.

Conversion Rights

         The terms and  conditions,  if any, upon which the Debt  Securities are
convertible  into  Common  Stock or  Preferred  Stock  will be set  forth in the
Prospectus  Supplement  relating  thereto.  Such terms will include whether such
Debt  Securities  are  convertible  into Common  Stock or Preferred  Stock,  the
conversion  price or rate (or manner of  calculation  thereof),  the  conversion
period, provisions as to whether conversion will be at the option of the holders
of the Company,  the events  requiring an adjustment of the conversion  price or
rate and provisions  affecting conversion in the event of the redemption of such
Debt Securities and any restrictions on conversion.

Subordination

         The  terms and  conditions,  if any,  upon  which  Senior  Subordinated
Securities  or  Subordinated  Securities  of a series are  subordinated  to Debt
Securities of another series or to other indebtedness of the Company will be set
forth in the  applicable  Prospectus  Supplement.  Such  terms  will  include  a
description  of the  indebtedness  ranking  senior to such  Senior  Subordinated
Securities  or  Subordinated  Securities,  the  restrictions  on payments to the
holders of such Senior Subordinated  Securities or Subordinated Securities while
a  default  with  respect  to  such  senior  indebtedness  is  continuing,   the
restrictions,  if any, on  payments  to the holders of such Senior  Subordinated
Securities  or  Subordinated  Securities  following  an  Event of  Default,  and
provisions   requiring  holders  of  such  Senior  Subordinated   Securities  or
Subordinated   Securities  to  remit  certain  payments  to  holders  of  senior
indebtedness.

                                       16





Global Securities

         If so set  forth  in the  applicable  Prospectus  Supplement,  the Debt
Securities  of a series  may be issued in whole or in part in the form of one or
more  Global  Securities  that  will be  deposited  with,  or on  behalf  of,  a
depositary  identified in the applicable  Prospectus Supplement relating to such
series.  Global Securities may be issued in either registered or bearer form and
in either  temporary or permanent  form.  The specific  terms of the  depositary
arrangement with respect to any such series of Debt Securities will be described
in the applicable Prospectus Supplement.

                          DESCRIPTION OF CAPITAL STOCK

         The  following  description  of the capital  stock of Iron Mountain and
certain provisions of the Restated  Certificate and the By-Laws is a summary and
is qualified in its  entirety by reference to the Restated  Certificate  and the
By-Laws.

         Iron Mountain's authorized capital stock consists of 100,000,000 shares
of Common Stock,  1,000,000 shares of nonvoting common stock, $.01 par value per
share  ("Nonvoting  Common Stock") and 2,000,000  shares of Preferred  Stock. No
shares of Preferred  Stock have been  issued.  There were  13,452,917  shares of
Common  Stock held by 219  holders of record and no shares of  Nonvoting  Common
Stock issued and outstanding as of January 5, 1998.

Common Stock

         The  rights of holders of the  Common  Stock and the  Nonvoting  Common
Stock are identical in all respects except voting and convertibility.

         Dividends.  Holders of record of shares of Common  Stock and  Nonvoting
Common Stock on the record date fixed by the Iron Mountain Board are entitled to
receive  such  dividends  as may be declared by the Iron  Mountain  Board out of
funds legally  available for such purpose.  No dividends may be declared or paid
in cash or property on any share of either class, however, unless simultaneously
the same  dividend is declared or paid on each share of the other class.  In the
case of any stock  dividend,  holders of each class are  entitled to receive the
same percentage dividend (payable in shares of that class) as the holders of the
other class.

         Iron  Mountain is  currently  restricted  under the terms of the Credit
Agreement and the Notes  Indentures from paying cash dividends on the Common and
Nonvoting Common Stock.  Even if funds were to be available,  Iron Mountain does
not intend to pay dividends in the foreseeable future.

         Voting  Rights.  Except as  otherwise  required  by law, on each matter
submitted  for a vote of  stockholders,  holders  of shares of Common  Stock are
entitled to one vote per share and  holders of  Nonvoting  Common  Stock are not
entitled to vote.

         Under the Restated Certificate,  the vote of holders of at least 80% of
the voting power of all  outstanding  shares of capital  stock  entitled to vote
generally in the election of Directors,  voting  together as a single class (the
"Voting Power"),  is required for the amendment or repeal of, or the adoption of
any  provision   inconsistent  with,  provisions  of  the  Restated  Certificate
establishing  a classified  Board of Directors.  The vote of holders of at least
662/3% of such Voting Power is required  for the  amendment or repeal of, or the
adoption  of  any  provision  inconsistent  with,  provisions  of  the  Restated
Certificate  authorizing the Preferred Stock,  Common Stock and Nonvoting Common
Stock or specifying the terms of the Common Stock and the Nonvoting Common Stock
(including  any amendment to increase any shares of authorized  capital  stock).
Certain other  provisions also require such a 662/3% vote. See "DGCL and Certain
Provisions of the Restated Certificate and the By-Laws." There are no cumulative
voting rights in the election of the Board of Directors of the Company.


                                       17





         Conversion   Provisions.   Shares  of   Nonvoting   Common   Stock  are
convertible, at any time at the option of the holder, on a share-for-share basis
into shares of Common Stock without the payment of any additional consideration;
provided that the conversion of any shares of Nonvoting  Common Stock by a "bank
holding  company" under the Bank Holding Company Act of 1956, as amended,  or an
affiliate  thereof is prohibited if the conversion of the total number of shares
of Nonvoting  Common Stock held by such holder would cause it to be in violation
of such Act.

         Liquidation Rights. Upon liquidation, dissolution or winding-up of Iron
Mountain, the holders of Common Stock and Nonvoting Common Stock are entitled to
share ratably  (based on the number of shares held) in all assets  available for
distribution  after  payment  in full of  creditors  and  payment in full to any
holders of Preferred  Stock then  outstanding of any amount  required to be paid
under the terms of such Preferred Stock.

         Other Provisions.  The outstanding shares of Common Stock and Nonvoting
Common Stock are validly issued,  fully paid and  nonassessable.  In any merger,
consolidation  or  business  combination,  holders of each  class  will  receive
identical consideration,  except that in any such transaction in which shares of
stock are distributed,  such shares may differ as to voting rights to the extent
that voting  rights now differ  between the two  classes.  Neither  class may be
subdivided,   consolidated,    reclassified   or   otherwise   changed   unless,
concurrently,  the other  class is  subdivided,  consolidated,  reclassified  or
otherwise changed in the same proportion and in the same manner.

         The  Transfer  Agent  and  Registrar  for the  Common  Stock is  Boston
Equiserve Limited Partnership,  150 Royall Street,  Canton,  Massachusetts 02021
(telephone number (781) 575-2000).

         The Iron Mountain Board has the power to issue shares of authorized but
unissued  Common Stock and Nonvoting  Common Stock without  further  stockholder
action.  The holders of Common Stock and Nonvoting Common Stock are not entitled
to preemptive or subscription rights. The issuance of such unissued shares could
have the effect of diluting  the  earnings per share and book value per share of
currently outstanding shares of Common Stock.

Preferred Stock

         The  authorized  and unissued  shares of Preferred  Stock may be issued
with such designations, preferences, limitations and relative rights as the Iron
Mountain Board may authorize including,  but not limited to: (i) the distinctive
designation  of each series and the number of shares that will  constitute  such
series;  (ii) the voting  rights,  if any, of shares of such  series;  (iii) the
dividend  rate on the shares of such  series,  any  restriction,  limitation  or
condition  upon  the  payment  of such  dividends,  whether  dividends  shall be
cumulative,  and the dates on which  dividends  are payable;  (iv) the prices at
which,  and the terms and conditions on which,  the shares of such series may be
redeemed,  if such  shares are  redeemable;  (v) the  purchase  or sinking  fund
provisions,  if any,  for the purchase or  redemption  of shares of such series;
(vi) any preferential  amount payable upon shares of such series in the event of
the liquidation,  dissolution or winding-up of Iron Mountain or the distribution
of its  assets;  and (vii) the price or rates of  conversion  at which,  and the
terms and  conditions  on which the shares of such series may be converted  into
other securities, if such shares are convertible.  Although Iron Mountain has no
present  intention to issue shares of Preferred Stock, the issuance of Preferred
Stock,  or the issuance of rights to purchase such shares,  could  discourage an
unsolicited  acquisition proposal and the rights of holders of Common Stock will
be subject to, and may be  adversely  affected  by, the rights of holders of any
Preferred Stock that may be issued in the future.

         The following  description  of the  Preferred  Stock sets forth certain
general  terms and  provisions of the  Preferred  Stock to which any  Prospectus
Supplement may relate.  The statements  below describing the Preferred Stock are
in all respects  subject to and qualified in their  entirety by reference to the
applicable  provisions of the Restated  Certificate  (including  any  applicable
Certificates of Designation) and the By-Laws.

         Reference  is  made  to  the  Prospectus  Supplement  relating  to  the
Preferred Stock offered thereby for specific terms, including:

                                       18





         (1)      the title of such Preferred Stock;

         (2)      the number of shares of such Preferred Stock offered,  the par
                  value,  the liquidation  preference per share and the offering
                  price of such Preferred Stock;

         (3)      the dividend  rate(s),  period(s)  and/or  payment  date(s) or
                  method(s) of calculation  thereof applicable to such Preferred
                  Stock;

         (4)      the date from which  dividends on such  Preferred  Stock shall
                  accumulate, if applicable;

         (5)      the  procedures for any auction and  remarketing,  if any, for
                  such Preferred Stock;

         (6)      the provision  for a sinking fund, if any, for such  Preferred
                  Stock;

         (7)      the provision for redemption, if applicable, of such Preferred
                  Stock;

         (8)      any  listing  of  such  Preferred   Stock  on  any  securities
                  exchange;

         (9)      the terms and  conditions,  if  applicable,  upon  which  such
                  Preferred  Stock will be convertible  into Common Stock of the
                  Company or another series of Offered Securities, including the
                  conversion price (or manner of calculation thereof);

         (10)     whether  interests in such Preferred Stock will be represented
                  by  Depositary  shares as more  fully  described  below  under
                  "Description of Depositary Shares;"

         (11)     any other specific terms, preferences,  rights, limitations or
                  restrictions of such Preferred Stock;

         (12)     a discussion of federal income tax  considerations  applicable
                  to such Preferred Stock;

         (13)     the relative  ranking and  preferences of such Preferred Stock
                  as to dividend rights and rights upon liquidation, dissolution
                  or winding up of the affairs of the Company;

         (14)     any  limitations on issuance of any series of Preferred  Stock
                  ranking senior to or on a parity with such series of Preferred
                  Stock as to  dividend  rights  and  rights  upon  liquidation,
                  dissolution or winding up of the affairs of the Company; and

         (15)     any   limitations  on  direct  or  beneficial   ownership  and
                  restrictions on transfer.

         As described under "Description of Depositary Shares," the Company may,
at its option, elect to offer Depositary Shares evidenced by depositary receipts
("Depositary  Receipts"),   each  representing  a  fractional  interest  (to  be
specified in the Prospectus  Supplement relating to the particular series of the
Preferred  Stock) in a share of the  particular  series of the  Preferred  Stock
issued and deposited with a Depositary (as defined below).

Rank

         Unless otherwise determined by the Iron Mountain Board and specified in
the applicable  Prospectus  Supplement,  it is expected that the Preferred Stock
will, with respect to dividend rights and rights upon  liquidation,  dissolution
or winding up of the Company,  rank (i) senior to all Common  Stock,  and to all
equity securities  ranking junior to such Preferred Stock; (ii) on a parity with
all equity  securities  issued by the  Company  the terms of which  specifically
provide that such equity  securities rank on a parity with the Preferred  Stock;
and (iii)  junior to all equity  securities  issued by the  Company the terms of
which  specifically  provide  that such  equity  securities  rank  senior to the
Preferred Stock.

                                       19





Dividends

         Holders of Preferred Stock of each series shall be entitled to receive,
when,  as and if  declared  by the Iron  Mountain  Board,  out of  assets of the
Company legally available for payment,  cash dividends at such rates and on such
dates as will be set forth in the applicable  Prospectus  Supplement.  Each such
dividend  shall be  payable  to  holders  of record as they  appear on the stock
transfer  books  of the  Company  (or,  if  applicable,  on the  records  of the
Depositary  referred to below under "Description of Depositary  Shares") on such
record dates as shall be fixed by the Board.

         Dividends on any series of the  Preferred  Stock may be  cumulative  or
noncumulative,  as provided in the applicable Prospectus Supplement.  Dividends,
if  cumulative,  will be  cumulative  from and  after  the date set forth in the
applicable Prospectus Supplement.  If the Iron Mountain Board fails to declare a
dividend payable on a dividend payment date on any series of the Preferred Stock
for which  dividends are  noncumulative,  then the holders of such series of the
Preferred  Stock  will have no right to  receive a  dividend  in  respect of the
dividend period ending on such dividend  payment date, and the Company will have
no  obligation  to pay the  dividend  accrued  for such  period,  whether or not
dividends on such series are  declared  payable on any future  dividend  payment
date.

         If Preferred  Stock of any series are  outstanding,  no full  dividends
shall be declared or paid or set apart for payment on the Preferred Stock of the
Company of any other series ranking, as to dividends, on a parity with or junior
to the  Preferred  Stock of such series for any period unless (i) if such series
of Preferred Stock has a cumulative  dividend,  full  cumulative  dividends have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment  thereof set apart for such  payment on the  Preferred  Stock of
such series for all past dividend  periods and the then current  dividend period
or (ii) if such series of Preferred  Stock does not have a cumulative  dividend,
full   dividends   for  the  then   current   dividend   period   have  been  or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment  thereof  set  apart for such  payment  on the  Preferred  Stock of such
series.  When  dividends are not paid in full (or a sum sufficient for such full
payment  is not so set  apart)  upon the  Preferred  Stock of any series and the
shares  of any  other  series  of  Preferred  Stock  ranking  on a parity  as to
dividends with the Preferred Stock of such series,  all dividends  declared upon
Preferred  Stock of such series and any other series of Preferred Stock shall in
all cases bear to each other the same ratio that accrued  dividends per share on
the Preferred Stock of such series (which shall not include any  accumulation in
respect of unpaid  dividends for prior dividend  periods if such Preferred Stock
do not have a cumulative dividend) and such other series of Preferred Stock bear
to each  other.  No  interest,  or sum of  money in lieu of  interest,  shall be
payable in respect of any  dividend  payment or payments on  Preferred  Stock of
such series which may be in arrears.

         Except as provided in the immediately  preceding paragraph,  unless (i)
if such series of Preferred  Stock has a cumulative  dividend,  full  cumulative
dividends on the Preferred  Stock of such series have been or  contemporaneously
are declared and paid or declared and a sum sufficient for the repayment thereof
set  apart  for  payment  for all past  dividend  periods  and the then  current
dividend  period,  and (ii) if such  series of  Preferred  Stock does not have a
cumulative  dividend,  full dividends on the Preferred Stock of such series have
been or contemporaneously are declared and paid or declared and a sum sufficient
for the payment  thereof set apart for  payment  for the then  current  dividend
period,  no dividends (other than in Common Stock or other capital stock ranking
junior  to  the  Preferred  Stock  of  such  series  as to  dividends  and  upon
liquidation)  shall  be  declared  or paid or set  aside  for  payment  or other
distribution  shall be  declared  or made  upon the  Common  Stock or any  other
capital stock of the Company ranking junior to or on a parity with the Preferred
Stock of such series as to dividends or upon  liquidation,  nor shall any Common
Stock or any other capital stock of the Company ranking junior to or on a parity
with the Preferred  Stock of such series as to dividends or upon  liquidation be
redeemed,  purchased or otherwise  acquired for any consideration (or any moneys
be paid to or made available for a sinking fund for the redemption of any shares
of any such stock) by the Company  (except by  conversion  into or exchange  for
other capital stock of the Company ranking junior to the Preferred Stock of such
series as to dividends and upon  liquidation  and except pursuant to certain pro
rata offers to purchase or a concurrent redemption of all, or a pro rata portion
of, the  outstanding  shares of the Preferred Stock of such series and any other
series of Preferred  Stock  ranking on a parity with such series as to dividends
and liquidation).

                                       20





         Any  dividend  payment  made on shares of a series of  Preferred  Stock
shall first be credited  against the  earliest  accrued but unpaid  dividend due
with respect to shares of such series which remains payable.

Redemption

         If so provided in the applicable Prospectus  Supplement,  the Preferred
Stock will be subject to mandatory redemption or redemption at the option of the
Company, as a whole or in part, in each case upon the terms, at the times and at
the redemption prices set forth in such Prospectus Supplement.

         The Prospectus  Supplement relating to a series of Preferred Stock that
is subject to mandatory  redemption  will  specify the number of such  Preferred
Stock that shall be redeemed by the Company in each year commencing after a date
to be specified, at a redemption price per share to be specified,  together with
an amount equal to all accrued and unpaid dividends thereon (which shall not, if
such Preferred Stock do not have a cumulative dividend, include any accumulation
in  respect  of unpaid  dividends  for prior  dividend  periods)  to the date of
redemption.  The redemption  price may be payable in cash or other property,  as
specified in the applicable Prospectus  Supplement.  If the redemption price for
Preferred  Stock of any  series is  payable  only from the net  proceeds  of the
issuance of capital stock of the Company,  the terms of such Preferred Stock may
provide  that,  if no such capital stock shall have been issued or to the extent
the net proceeds from any issuance are insufficient to pay in full the aggregate
redemption  price  then  due,  such  Preferred  Stock  shall  automatically  and
mandatorily  be converted  into shares of the  applicable  capital  stock of the
Company pursuant to conversion provisions specified in the applicable Prospectus
Supplement.

         Notwithstanding  the foregoing,  unless (i) if such series of Preferred
Stock has a cumulative dividend,  full cumulative dividends on all shares of any
series of Preferred Stock shall have been or contemporaneously  are declared and
paid or declared  and a sum  sufficient  for the  payment  thereof set apart for
payment for all past dividend periods and the then current dividend period,  and
(ii) if such series of Preferred Stock does not have a cumulative dividend, full
dividends on the  Preferred  Stock of any series have been or  contemporaneously
are declared and paid or declared and a sum sufficient  for the payment  thereof
set apart for payment for the then  current  dividend  period,  no shares of any
other series of Preferred Stock ranking,  as to dividends and upon  liquidation,
on parity with or junior to the Preferred Stock of such series shall be redeemed
unless  all   outstanding   series  of  Preferred   Stock  of  such  series  are
simultaneously  redeemed and the Company shall not purchase or otherwise acquire
directly or indirectly any Preferred  Stock of such series (except by conversion
into or  exchange  for  capital  stock  of the  Company  ranking  junior  to the
Preferred Stock of such series as to dividends and upon liquidation);  provided,
however,  that the foregoing  shall not prevent the purchase or  acquisition  of
Preferred  Stock of such series pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding Preferred Stock of such series.

         If fewer than all of the outstanding  Preferred Stock of any series are
to be redeemed,  the number of Preferred Stock to be redeemed will be determined
by the  Company  and such  shares may be  redeemed  pro rata from the holders of
record of such  shares in  proportion  to the number of such shares held by such
holders (with adjustments to avoid redemption of fractional shares) or by lot in
manner determined by the Company.

         Notice of redemption  will be mailed at least 30 days but not more than
60 days before the redemption  date to each holder of record of Preferred  Stock
of any series to be redeemed at the address shown on the stock transfer books of
the Company.  Each notice shall state:  (i) the redemption date; (ii) the number
of shares and series of the Preferred Stock to be redeemed; (iii) the redemption
price; (iv) the place or places where  certificates for such Preferred Stock are
to be surrendered for payment of the redemption price; (v) that dividends on the
shares to be redeemed will cease to accrue on such redemption date; and (vi) the
date upon which the holder's  conversion rights, if any, as to such shares shall
terminate.  If  fewer  than all the  Preferred  Stock  of any  series  are to be
redeemed,  the notice mailed to each such holder  thereof shall also specify the
number of Preferred  Stock to be redeemed  from each such  holder.  If notice of
redemption of any Preferred  Stock has been given and if the funds necessary for
such  redemption  have been set aside by the Company in trust for the benefit of
the holders of any of the Preferred Stock

                                       21





so called for redemption, then from and after the redemption date dividends will
cease to accrue on such Preferred  Stock,  and any and all rights of the holders
of such shares will terminate, except the right to receive the redemption price.

Liquidation Preference

         Upon any voluntary or involuntary  liquidation,  dissolution or winding
up of the affairs of the Company, then, before any distribution or payment shall
be made to the  holders  of any  Common  Stock or any  other  class or series of
capital stock of the Company  ranking  junior to a series of Preferred  Stock in
the  distribution of assets upon any  liquidation,  dissolution or winding up of
the Company,  the holders of such series of Preferred Stock shall be entitled to
receive out of assets of the  Company  legally  available  for  distribution  to
shareholders  liquidating   distributions  in  the  amount  of  the  liquidation
preference per share (set forth in the applicable Prospectus  Supplement),  plus
an amount equal to all  dividends  accrued and unpaid  thereon  (which shall not
include  any  accumulation  in respect of unpaid  dividends  for prior  dividend
periods  if such  Preferred  Stock do not  have a  cumulative  dividend).  After
payment of the full amount of the  liquidating  distributions  to which they are
entitled,  the holders of Preferred  Stock will have no right or claim to any of
the remaining  assets of the Company.  In the event that upon any such voluntary
or involuntary  liquidation,  dissolution or winding up, the available assets of
the Company are insufficient to pay the amount of the liquidating  distributions
on all outstanding  shares of a series of Preferred Stock and the  corresponding
amounts payable on all shares of other classes or series of capital stock of the
Company  ranking  on a  parity  with  such  series  of  Preferred  Stock  in the
distribution  of assets  (including,  if  applicable,  other series of Preferred
Stock),  then the holders of such series of  Preferred  Stock and all other such
classes or series of capital stock shall share ratably in any such  distribution
of assets in  proportion  to the full  liquidating  distributions  to which they
would otherwise be respectively entitled.

         If  liquidating  distributions  shall  have  been  made  in full to all
holders  of  Preferred  Stock,  the  remaining  assets of the  Company  shall be
distributed  among the holders of any other  classes or series of capital  stock
ranking junior to the Preferred Stock upon  liquidation,  dissolution or winding
up,  according  to their  respective  rights  and  preferences  and in each case
according  to  their  respective  number  of  shares.  For  such  purposes,  the
consolidation  or  merger  of the  Company  with  or into  any  other  trust  or
corporation, or the sale, lease or conveyance of all or substantially all of the
property  or  business  of the  Company,  shall not be deemed  to  constitute  a
liquidation, dissolution or winding up of the Company.

Voting Rights

         Holders of the Preferred Stock will not have any voting rights,  except
as set  forth  below or as  otherwise  from time to time  required  by law or as
indicated in the applicable Prospectus Supplement.

         Unless otherwise specified in the related Prospectus Supplement, at any
time dividends on any Preferred Stock shall be in arrears for a specified number
of consecutive  quarterly  periods,  the holders of such Preferred Stock and any
other  series of  Preferred  Stock  upon  which  like  voting  rights  have been
conferred and are exercisable (voting separately as a class) will be entitled to
vote for the  election of two  additional  directors  of the Company at the next
annual meeting of shareholders and at each subsequent  meeting until (i) if such
series of Preferred Stock has a cumulative dividend,  all dividends  accumulated
on such  Preferred  Stock for the past  dividend  periods  and the then  current
dividend  period shall have been fully paid or declared and a sum sufficient for
the payment  thereof  set aside for payment or (ii) if such series of  Preferred
Stock does not have a cumulative dividend,  four consecutive quarterly dividends
shall have been fully paid or  declared  and a sum  sufficient  for the  payment
thereof set aside for payment.

         Unless otherwise specified in the applicable Prospectus Supplement,  so
long as any Preferred Stock remain  outstanding,  the Company shall not, without
the affirmative  vote or consent of the holders of a majority of the shares of a
series of Preferred  Stock  outstanding at the time that is adversely  affected,
given in person or by proxy,  either in  writing  or at a meeting  (such  series
voting separately as a class), (i) authorize or create, or increase the

                                       22





authorized  or issued  amount of, any class or series of capital  stock  ranking
prior to such series of Preferred  Stock with respect to payment of dividends or
the  distribution  of assets  upon  liquidation,  dissolution  or winding up, or
reclassify any authorized  capital stock of the Company into any such shares, or
create,  authorize  or issue any  obligation  or  security  convertible  into or
evidencing the right to purchase any such shares; or (ii) amend, alter or repeal
the provisions of the  certificate  of designation  for such series of Preferred
Stock,  whether by merger,  consolidation or otherwise,  so as to materially and
adversely affect any right, preference, privilege or voting power of such series
of Preferred Stock or the holders thereof; provided,  however, that any increase
in the amount of the authorized  Preferred  Stock or the creation or issuance of
any other series of Preferred Stock, or any increase in the amount of authorized
shares of such  series or any other  series  of  Preferred  Stock,  in each case
ranking on a parity  with or junior to the  Preferred  Stock of such series with
respect to payment of dividends or the distribution of assets upon  liquidation,
dissolution  or winding  up,  shall not be deemed to  materially  and  adversely
affect such rights, preferences, privileges or voting powers.

         The foregoing  voting  provisions will not apply if, at or prior to the
time when the act with  respect to which such vote would  otherwise  be required
shall be effected,  all  outstanding  shares of such series of  Preferred  Stock
shall have been redeemed or called for  redemption  and  sufficient  funds shall
have been deposited in trust to effect such redemption.

         As more fully described under "Description of Depositary Shares" below,
if the Company elects to issue Depositary  Shares,  each representing a fraction
of share of a series of the  Preferred  Stock,  each such  Depositary  will,  in
effect be entitled to such fraction of a vote per Depositary Share.

Conversion Rights

         The terms and  conditions,  if any,  upon which shares of any series of
Preferred  Stock may be converted  into or exchanged for Common Stock or another
series of  Preferred  Stock or other  series of Offered  Securities  will be set
forth in the Prospectus Supplement relating thereto. Such terms will include the
number of Common Stock or other  securities  into which the  Preferred  Share is
convertible  or  exchangeable,  conversion  or  exchange  price  (or  manner  of
calculation  thereof),  the  conversion  or exchange  period,  provisions  as to
whether  conversion  or  exchange  will be at the  option of the  holders of the
Preferred  Stock or the  Company,  the events  requiring  an  adjustment  of the
conversion or exchange price and provisions  affecting conversion or exchange in
the event of the redemption such Preferred Stock.


                        DESCRIPTION OF DEPOSITARY SHARES

General

         The  description  set  forth  below  and in any  applicable  Prospectus
Supplement of certain provisions of any Deposit Agreement (as defined below) and
of the Depositary Shares and depositary receipts representing  Depositary Shares
("Depositary  Receipts")  does not purport to be complete  and is subject to and
qualified in its entirety by  reference  to the forms of Deposit  Agreement  and
Depositary  Receipts  relating to each series of the Preferred  Stock which have
been or will be  filed  with  the  Commission  at or  prior  to the  time of the
offering of such series of the Preferred Stock.

         The Company may, at its option,  elect to offer fractional interests in
shares of Preferred  Stock,  rather than shares of Preferred Stock. In the event
such  option is  exercised,  the  Company  will  provide  for the  issuance by a
Depositary  (as defined  below) to the public of  Depositary  Receipts,  each of
which will  represent a  fractional  interest to be set forth in the  Prospectus
Supplement  relating to a particular series of the Preferred Stock which will be
filed with the Commission at or prior to the time of the offering of such series
of the  Preferred  Stock as  described  below.  Preferred  Stock of each  series
represented  by  Depositary  Shares will be deposited  under a separate  deposit
agreement  (each,  a "Deposit  Agreement")  among the Company and the depositary
named therein (a "Depositary").

                                       23





The  Prospectus  Supplement  relating to a series of Depositary  Shares will set
forth  the name and  address  of the  Depositary.  Subject  to the  terms of the
applicable Deposit Agreement, each owner of a Depositary Share will be entitled,
in proportion to the  fractional  interest of a share of a particular  series of
Preferred  Stock  represented  by such  Depositary  Share to all the  rights and
preferences  of the  Preferred  Stock  represented  by  such  Depositary  Shares
(including dividend, voting, conversion, redemption and liquidation rights).

         The Depositary  Shares will be evidenced by Depositary  Receipts issued
pursuant to the  applicable  Deposit  Agreement.  Upon  surrender of  Depositary
Receipts  at the  office  of the  Depositary  and upon  payment  of the  charges
provided in the Deposit Agreement and subject to the terms thereof,  a holder of
Depositary Shares is entitled to have the Depositary  deliver to such holder the
shares of Preferred  Stock  underlying  the Depositary  Shares  evidenced by the
surrendered Depositary Receipts.

Dividends and Other Distributions

         A Depositary will be required to distribute all cash dividends or other
cash distributions  received in respect of the applicable Preferred Stock to the
record holders of Depositary  Receipts  evidencing the related Depositary Shares
in proportion to the number of such  Depositary  Receipts owned by such holders,
subject to certain obligations of holders to file proofs, certificates and other
information  and to  pay  certain  charges  and  expenses  to  such  Depositary.
Fractions will be rounded down to the market whole cent.

         In the event of a distribution other than in cash, a Depositary will be
required  to  distribute  property  received  by it to  the  record  holders  of
Depositary Receipts entitled thereto,  subject to certain obligations of holders
to file proofs,  certificates  and other  information and to pay certain charges
and expenses to such  Depositary,  unless such Depositary  determines that it is
not feasible to make such distribution,  in which case such Depositary may, with
the approval of the Company,  sell such property and distribute the net proceeds
from such sale to such holders.

         No distributions will be made in respect of any Depositary Share to the
extent that it  represents  any  Preferred  Stock which have been  converted  or
exchanged.  The Deposit Agreement will also contain  provisions  relating to the
manner in which any  subscription  or similar  rights  offered by the Company to
holders of the Preferred  Stock shall be made available to holders of Depositary
Shares.

Redemption of Depositary Shares

         If a series of the Preferred Stock underlying the Depositary  Shares is
subject to redemption,  the Depositary Shares will be redeemed from the proceeds
received by the Depositary  resulting from the redemption,  in whole or in part,
of such series of the Preferred  Stock held by the  Depositary.  The  Depositary
shall mail notice of redemption not less than 30 and not more than 60 days prior
to the date  fixed  for  redemption  to the  record  holders  of the  Depositary
Receipts  evidencing the Depositary Shares to be so redeemed at their respective
addresses  appearing  in  the  Depositary's  books.  The  redemption  price  per
Depositary  Share will be equal to the  applicable  fraction  of the  redemption
price per share  payable  with  respect to such series of the  Preferred  Stock.
Whenever the Company  redeems shares of Preferred  Stock held by the Depositary,
the  Depositary  will  redeem  as of the  same  redemption  date the  number  of
Depositary  Shares  relating to shares of Preferred  Stock so redeemed.  If less
than all of the Depositary  Shares are to be redeemed,  the Depositary Shares to
be  redeemed  will be selected  by lot or pro rata as may be  determined  by the
Depositary.

         After the date fixed for  redemption,  the Depositary  Shares so called
for redemption  will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares and the related Depositary Receipts will cease,
except the right to receive  the moneys  payable  upon such  redemption  and any
money or other  property  to which the  holders of such  Depositary  Shares were
entitled upon such redemption upon surrender to the Depositary of the Depositary
Receipts evidencing such Depositary Shares.


                                       24





Voting of the Preferred Stock

         Upon  receipt  of notice of any  meeting  at which the  holders  of the
applicable  Preferred  Stock are entitled to vote, a Depositary will be required
to mail the  information  contained  in such  notice of  meeting  to the  record
holders of the  Depositary  Receipts  evidencing  the  Depositary  Shares  which
represent  such  Preferred  Stock.  Each record  holder of  Depositary  Receipts
evidencing  Depositary Shares on the record date (which will be the same date as
the record date for the  Preferred  Stock)  will be  entitled  to instruct  such
Depositary as to the exercise of the voting  rights  pertaining to the amount of
Preferred Stock represented by such holder's  Depositary Shares. Such Depositary
will  endeavor,  insofar as  practical,  to vote the amount of  Preferred  Stock
represented by such Depositary Shares in accordance with such instructions,  and
the  Company  will  agree to take all  reasonable  action  which  may be  deemed
necessary by such  Depositary in order to enable such  Depositary to do so. Such
Depositary will be required to abstain from voting the amount of Preferred Stock
represented by such Depositary Shares to the extent it does not receive specific
instructions from the holders of Depositary  Receipts evidencing such Depositary
Shares.  The Depositary will not be responsible for any failure to carry out any
instruction  to vote, or for the manner or effect of any such vote made, as long
as such  action or  non-action  is in good faith and does not result  from gross
negligence or willful misconduct of such Depositary.

Liquidation Preference

         In the  event of the  liquidation,  dissolution  or  winding  up of the
Company, whether voluntary or involuntary,  the holders of each Depositary Share
will be entitled to the fraction of the  liquidation  preference  accorded  each
share of Preferred Stock  represented by such Depositary  Share, as set forth in
the applicable Prospectus Supplement.

Conversion of Preferred Stock

         The  Depositary  Shares,  as  such,  will  not be  convertible  into or
exchangeable  for  Common  Stock,  Preferred  Stock or any other  securities  or
property  of the  Company.  Nevertheless,  if so  specified  in  the  applicable
Prospectus  Supplement  relating  to  an  offering  of  Depositary  Shares,  the
Depositary  Receipts may be  surrendered  by holders  thereof to the  applicable
Depositary with written  instructions to such Depositary to instruct the Company
to cause  conversion  or  exchange of the  Preferred  Stock  represented  by the
Depositary Share evidenced by such Depositary  Receipts into Common Stock, other
shares of Preferred  Stock of the Company or such other  Offered  Securities  as
shall be provided therein,  and the Company will agree that upon receipt of such
instruction  and any  amounts  payable  in  respect  thereof,  it will cause the
conversion or exchange  thereof  utilizing the same procedures as those provided
for delivery of Preferred  Stock to effect such  conversion or exchange.  If the
Depositary Shares evidenced by a Depositary  Receipt are to be converted in part
only, a new  Depositary  Receipt or  Depositary  Receipts will be issued for any
Depositary Shares not to be converted.

Amendment and Termination of a Deposit Agreement

         Any form of Depositary  Receipt  evidencing  Depositary  Shares and any
provision of a Deposit  Agreement will be permitted at any time to be amended by
agreement  between the  Company  and the  applicable  Depositary.  However,  any
amendment  that  materially  and  adversely  alters the rights of the holders of
Depositary  Shares will not be effective unless such amendment has been approved
by the  existing  holders of at least a majority  of the  applicable  Depositary
Shares then outstanding.  Every holder of an outstanding  Depositary  Receipt at
the time any such amendment  becomes effective shall be deemed, by continuing to
hold such Depositary  Receipt,  to consent and agree to such amendment and to be
bound by the applicable Deposit Agreement as amended thereby.

         Any Deposit  Agreement  may be  terminated by the Company upon not less
than 30 days' prior written notice to the applicable Depositary if a majority of
each series of Preferred  Stock  affected by such  termination  consents to such
termination,  whereupon  such  Depositary  will be  required  to deliver or make
available  to  each  holder  of  Depositary  Receipts,  upon  surrender  of  the
Depositary Receipts held by such holder, such number of

                                       25





whole or fractional  Preferred Stock as are represented by the Depositary Shares
evidenced by such Depositary  Receipts  together with any other property held by
such Depositary with respect to such Depositary Receipts. In addition, a Deposit
Agreement will automatically  terminate if (i) all outstanding Depositary Shares
thereunder  shall  have  been  redeemed;  (ii)  there  shall  have  been a final
distribution  in respect of the related  Preferred  Stock in connection with any
liquidation,  dissolution  or winding up of the  Company  and such  distribution
shall have been distributed to the holders of Depositary Receipts evidencing the
Depositary  Shares underlying such Preferred Stock; or (iii) each of the related
Preferred  Stock shall have been converted or exchanged  into  securities not so
represented by Depositary Shares.

Charges of a Depositary

         The Company  will pay all  transfer  and other  taxes and  governmental
charges arising solely from the existence of a Deposit  Agreement.  In addition,
the Company will pay the fees and expenses of a Depositary  in  connection  with
the initial  deposit of the  Preferred  Stock and any  redemption  of  Preferred
Stock.  However,  holders of Depositary  Receipts will pay any transfer or other
governmental  charges and the fees and expenses of a  Depositary  for any duties
requested by such holders to be performed  which are outside of those  expressly
provided for in the applicable Deposit Agreement.

Resignation and Removal of Depositary

         A Depositary may resign at any time by delivering to the Company notice
of its  election to do so, and the Company may at any time remove a  Depositary,
any such  resignation  or  removal  to take  effect  upon the  appointment  of a
successor  Depositary.  A successor  Depositary will be required to be appointed
within 60 days after  delivery of the notice of  resignation or removal and will
be required to be a bank or trust  company  having its  principal  office in the
United States and having a combined capital and surplus of at least $50 million.

Miscellaneous

         A  Depositary  will be  required  to forward  to holders of  Depositary
Receipts any reports and  communications  from the Company which are received by
such Depositary with respect to the related Preferred Stock.

         Neither  Depositary  nor the Company  will be liable if it is prevented
from or delayed in, by law or any circumstances  beyond its control,  performing
its obligations under a Deposit Agreement.  The obligations of the Company and a
Depositary under a Deposit  Agreement will be limited to performing their duties
thereunder in good faith and without gross negligence or willful misconduct, and
neither the Company nor any applicable Depositary will be obligated to prosecute
or defend any legal proceeding in respect of any Depositary Receipts, Depositary
Shares or Preferred Stock represented thereby unless  satisfactory  indemnity is
furnished.  The Company and any Depositary  will be permitted to rely on written
advice of counsel or accountants,  on information provided by persons presenting
Preferred Stock represented thereby for deposit,  holders of Depositary Receipts
or  other  persons  believed  in  good  faith  to  be  competent  to  give  such
information, and on documents believed in good faith to be genuine and signed by
a proper party.

         In the event a Depositary shall receive conflicting claims, requests or
instructions from any holders of Depositary  Receipts,  on the one hand, and the
Company,  on the other hand,  such  Depositary  shall be entitled to act on such
claims, requests or instructions received from the Company.


                                       26





                             DESCRIPTION OF WARRANTS

         The  Company  may  issue,  together  with any other  series of  Offered
Securities or separately, Warrants entitling the holder to purchase from or sell
to the  Company,  or to receive  from the Company the cash value of the right to
purchase or sell, Debt Securities,  Preferred Stock, Depositary Shares or Common
Stock.  Any Warrants  will be issued under Warrant  Agreements  (each a "Warrant
Agreement")  to be entered  into  between the  Company and a warrant  agent (the
"Warrant  Agent"),  all as set  forth in the  applicable  Prospectus  Supplement
relating to the particular issue of Warrants.

         In the case of each  series  of  Warrants,  the  applicable  Prospectus
Supplement  will  describe  the terms of the  Warrants  being  offered  thereby,
including  the  following,  if  applicable:  (i) the  offering  price;  (ii) the
currencies  in which  such  Warrants  are being  offered;  (iii)  the  number of
Warrants offered; (iv) the securities underlying the Warrants;  (v) the exercise
price,  the  procedures for exercise of the Warrants and the  circumstances,  if
any,  that will cause the Warrants to be deemed to be  automatically  exercised;
(vi) the date on which the right shall  expire;  (vii) U.S.  federal  income tax
consequences; and (viii) other terms of the Warrants.

         Warrants  may be  exercised  at the  appropriate  office of the Warrant
Agent or any other office  indicated in the  applicable  Prospectus  Supplement.
Prior  to the  exercise  of  Warrants  entitling  the  holder  to  purchase  any
securities,  holders of such Warrants will not have any of the rights of holders
of the  securities  purchasable  upon such  exercise and will not be entitled to
payments made to holders of such securities.

         The  Warrant  Agreements  may be amended or  supplemented  without  the
consent of the holders of the Warrants issued  thereunder to effect changes that
are not  inconsistent  with  the  provisions  of the  Warrants  and  that do not
adversely affect the interests of the holders of the Warrants.

             DGCL AND CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE
                                 AND THE BY-LAWS

         The Restated  Certificate and the By-Laws  contain  certain  provisions
that could delay or make more  difficult  the  acquisition  of Iron  Mountain by
means of a tender  offer,  a proxy contest or otherwise.  These  provisions,  as
described below, are expected to discourage  certain types of coercive  takeover
practices  and  inadequate  takeover  bids and to encourage  persons  seeking to
acquire  control of Iron Mountain first to negotiate  with Iron  Mountain.  Iron
Mountain  believes  that the benefits of increased  protection of its ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to acquire
or restructure Iron Mountain  outweigh the  disadvantages  of discouraging  such
proposals  because,  among  other  things,  negotiations  with  respect  to such
proposals could result in an improvement of their terms.

Classified Board of Directors

         The  Restated  Certificate  and the  By-Laws  provide  for a  Board  of
Directors  that is divided into three classes of  Directors,  as nearly equal in
number as possible,  with the term of each class  expiring in a different  year.
The By-Laws provide that the number of Directors will be fixed from time to time
exclusively  by the Iron Mountain  Board,  but shall consist of not more than 15
nor less than three Directors. The classified Iron Mountain Board is intended to
promote  continuity  and stability of Iron  Mountain's  management  and policies
since a majority of the  Directors at any given time will have prior  experience
as  Directors  of Iron  Mountain.  Such  continuity  and  stability  facilitates
long-range  planning of Iron Mountain's  business and ensures the quality of its
business operations. The classification of Directors has the effect of making it
more difficult to change the  composition of the Iron Mountain  Board.  At least
two annual stockholder  meetings,  instead of one, would be required to effect a
change in the majority  control of the Iron Mountain Board,  except in the event
of vacancies  resulting from removal (in which case the remaining Directors will
fill the vacancies so created).  See "--Removal of Directors;  Filling Vacancies
on the Iron Mountain Board."


                                       27





Removal of Directors; Filling Vacancies on the Iron Mountain Board

         The Restated Certificate and Iron Mountain By-Laws provide that an Iron
Mountain  Director may be removed by the stockholders only for cause at any time
during such Director's  term of office by affirmative  vote of the holders of at
least 80% of the Voting Power.

         The By-Laws and the Restated Certificate both provide that a vacancy on
the Iron Mountain Board,  including a vacancy created by an increase in the size
of the Iron Mountain Board by the Directors,  may be filled by a majority of the
remaining Directors or by a sole remaining Director,  or if no Directors remain,
then by the  stockholders.  The  Restated  Certificate  also  provides  that any
Director  elected by the Iron Mountain  Board to replace  another  Director of a
given class of Directors  will hold office until the next election of such class
of  Directors.  These  provisions  are to  ensure  that a third  party  would be
precluded from removing incumbent  Directors and simultaneously  gaining control
of the Iron Mountain Board by filling the vacancies created by such removal with
its own nominees.  Moreover, even if the holders of the outstanding Common Stock
were to vote to remove Directors for cause,  only the remaining  Directors would
have the power to fill the vacancies  created by such removal,  unless such vote
provided for the removal of the entire Iron Mountain Board for cause.

Amendment of Certain Provisions of the Restated Certificate and the By-Laws

         The Restated  Certificate and the By-Laws contain provisions  requiring
the  affirmative  vote of the holders of at least  662/3% of the Voting Power to
amend  certain  provisions  of the Restated  Certificate  and the By-Laws.  This
supermajority  voting  provision  also  applies  to (i)  the  provisions  of the
Restated Certificate authorizing Iron Mountain to release its Directors from any
liability  for  monetary  damages as a result of any  breach of their  fiduciary
duties,  with certain  exceptions  mandated by the DGCL, and (ii) the provisions
allowing for the indemnification of officers and Directors of Iron Mountain. The
Restated Certificate provides that the By-Laws may be amended only by a majority
of the full Iron Mountain Board or by the  stockholders  holding at least 662/3%
of the Voting  Power.  The DGCL  provides  that  by-laws may not be amended by a
corporation's  Board  of  Directors  unless  the  corporation's  certificate  of
incorporation  expressly  authorizes  such amendments by the Board of Directors;
the  Restated  Certificate  includes  such  a  provision.   Under  the  Restated
Certificate,  at least 80% of the Voting Power is required to approve amendments
to  those  provisions  of the  Restated  Certificate  or Iron  Mountain  By-Laws
establishing a classified Board,  specifying notice requirements for stockholder
nominations  of Directors or business to be brought by a  stockholder  before an
annual meeting and limiting the rights of  stockholders  to remove  Directors or
fill vacancies on the Iron Mountain Board, to call special meetings or to effect
actions by written consent.

Stockholder Actions and Meetings

         Iron Mountain's Restated  Certificate  provides that stockholder action
may be taken only at an annual or special meeting of stockholders  and prohibits
stockholders  action by  written  consent  in lieu of a  meeting.  The  Restated
Certificate  and  Iron  Mountain   By-Laws  provide  that  special  meetings  of
stockholders can be called by the Chairman of the Board of Directors, if any, or
the Iron Mountain Board  pursuant to a resolution  approved by a majority of the
members of the Iron Mountain  Board.  The business  permitted to be conducted at
any special meeting of  stockholders  is limited to the business  brought before
the meeting by the Iron Mountain  Board.  The ByLaws set forth an advance notice
procedure  with regard to the  nomination,  other than by or at the direction of
the Iron Mountain Board, of candidates for election as directors and with regard
to business brought before an annual meeting of stockholders of Iron Mountain.

Delaware Anti-Takeover Statute

         Subject to certain  exceptions  set forth  therein,  Section 203 of the
DGCL provides that a  corporation  shall not engage in any business  combination
with any "interested  stockholder"  for a three-year  period  following the date
that such stockholder becomes an interested stockholder unless (i) prior to such
date,  the board of directors of the  corporation  approved  either the business
combination or the transaction that resulted in the stockholder becoming

                                       28





an  interested  stockholder,  (ii) upon  consummation  of the  transaction  that
resulted in the stockholder becoming an interested  stockholder,  the interested
stockholder  owned  at  least  85%  of  the  voting  stock  of  the  corporation
outstanding at the time the transaction  commenced (excluding certain shares) or
(iii) on or subsequent to such date, the business combination is approved by the
board of directors of the corporation  and by the  affirmative  vote of at least
662/3% of the  outstanding  voting  stock  which is not owned by the  interested
stockholder.  Except as specified therein, an interested  stockholder is defined
to mean  any  person  that (a) is the  owner  of 15% or more of the  outstanding
voting  stock of the  corporation  or (b) is an  affiliate  or  associate of the
corporation and was the owner of 15% or more of the outstanding  voting stock of
the corporation at any time within three years immediately prior to the relevant
date, or any affiliate or associate of such person  referred to in (a) or (b) of
this  sentence.  Under certain  circumstances,  Section 203 of the DGCL makes it
more  difficult  for  an  interested  stockholder  to  effect  various  business
combinations  with  a  corporation  for  a  three-year   period,   although  the
stockholders may, by adopting an amendment to the  corporation's  certificate of
incorporation  or by-laws,  elect not to be governed by this section,  effective
twelve months after  adoption.  The Restated  Certificate and the By-Laws do not
exclude Iron  Mountain  from the  restrictions  imposed under Section 203 of the
DGCL.  It is  anticipated  that the  provisions  of Section  203 of the DGCL may
encourage  companies  interested  in  acquiring  Iron  Mountain to  negotiate in
advance with the Iron Mountain Board.


                                       29







                           DESCRIPTION OF INDEBTEDNESS

         The summaries  contained  herein of certain of the indebtedness of Iron
Mountain do not purport to be complete and are  qualified  in their  entirety by
reference to the provisions of the various  agreements  and  indentures  related
thereto, which are filed as exhibits to the Registration Statement of which this
Prospectus is a part and to which reference is hereby made.

Credit Agreement

         The Credit  Agreement,  as  currently  in effect,  is a $250.0  million
revolving credit facility that matures on September 30, 2002. Upon maturity, all
outstanding  revolving  credit loans and other amounts  payable  thereunder will
become due.

         Borrowings  under the Credit  Agreement may be used to finance possible
future  acquisitions,  as well as for  working  capital  and  general  corporate
purposes. The Company's obligations under the Credit Agreement are guaranteed by
substantially all of Iron Mountain's  subsidiaries and are secured by the pledge
of the stock of such  subsidiaries.  Prepayment of outstanding  borrowings under
the Credit Agreement are required in certain  circumstances  out of the proceeds
of certain  insurance  payments,  condemnations,  issuances of indebtedness  and
asset dispositions.

         The Credit  Agreement  permits the Company to elect interest rates from
time to time,  as to all or a portion  of the  borrowings  made  thereunder,  at
interest  rates based upon the  applicable  reference  rate and margin or spread
over such  reference  rate  (which  spread  varies  based  upon the ratio of the
Company's  indebtedness to EBITDA). The reference rate, at the Company's option,
may be based upon (i) a fluctuating  rate of interest equal to the higher rates,
or (ii) for  interest  periods of 1, 2, 3, 6 or (if  available)  12 months,  the
interest rates prevailing on the date of determination for the selected interest
period in the London interbank market.

         The Credit Agreement contains covenants restricting the ability of Iron
Mountain and its subsidiaries to, among other things:  (i) declare  dividends or
redeem  or  repurchase   capital   stock;   (ii)  make  optional   payments  and
modifications of subordinated and other debt instruments;  (iii) incur liens and
engage in sale and leaseback transactions;  (iv) make loans and investments; (v)
incur indebtedness and contingent  obligations;  (vi) make capital expenditures;
(vii)  engage in  mergers,  acquisitions  and assets  sales;  (viii)  enter into
transactions with affiliates;  and (ix) make changes in their lines of business.
Iron Mountain is also required to comply with  financial  covenants with respect
to: (i) a maximum leverage ratio;  (ii) a minimum  interest  coverage ratio; and
(iii) a minimum fixed charge coverage ratio.  The Credit Agreement also contains
customary affirmative covenants and events of default.

The Senior Subordinated Notes

         In October 1996, the Company issued $165.0 million  principal amount of
the 1996 Notes, and in October 1997, the Company issued $250.0 million principal
amount of the 1997  Notes.  The 1996 Notes  mature on October 1, 2006,  and bear
interest  at a rate of 10 1/8% per annum,  payable  semi-annually  in arrears on
April 1 and October 1. The 1997 Notes  mature on September  30,  2009,  and bear
interest  at a rate of 8 3/4% per  annum,  payable  semi-annually  in arrears on
March 31 and  September  30. Both the 1996 Notes and the 1997 Notes are general,
unsecured obligations of the Company, subordinated in right of payment to senior
indebtedness  of  the  Company,  and  are  guaranteed  on an  unsecured,  senior
subordinated and joint and several basis by  substantially  all of the Company's
present and future subsidiaries.

         Each of the Notes Indentures provides that the Company may redeem up to
35% of the  initial  principal  amount  of the 1996  Notes  and the 1997  Notes,
respectively,  for a period of 36 months after the date of issuance with the net
proceeds of one or more equity offerings,  whether such offerings are registered
pursuant to the

                                       30





Securities Act or not (unless such equity securities are redeemable prior to the
maturity of the 1996 Notes or the 1997 Notes, as the case maybe). In such event,
the  redemption  price for the 1996 Notes would be 109.125%,  and the redemption
price for the 1997 Notes would be 108.75%,  of the  aggregate  principal  amount
plus, in each case,  accrued and unpaid  interest.  Each of the Notes Indentures
also  provides that the Company must  repurchase,  at the option of the holders,
the 1996  Notes and the 1997  Notes,  respectively,  at 100% of their  principal
amount,  plus accrued and unpaid  interest,  upon the occurrence of a "Change of
Control,"  as  defined  therein.   Except  for  required  repurchases  upon  the
occurrence of a change of control or in the event of certain  asset sales,  each
as described in the  respective  Indenture,  the Company is not required to make
sinking fund or  redemption  payments with respect to the 1996 Notes or the 1997
Notes.  The 1996 Notes become  redeemable at the option of the Company at stated
premiums  commencing  October 1, 2001.  The 1997 Notes become  redeemable at the
option of the Company at stated premiums commencing September 30, 2002. Prior to
September  30,  2002,  the 1997 Notes are also  redeemable  at the option of the
Company, in whole or in part, at a specified make-whole price.

         The Notes  Indentures  contain  covenants  restricting  or limiting the
ability of the Company and its  subsidiaries  to, among other things:  (i) incur
additional indebtedness, including indebtedness ranking senior to the 1996 Notes
and the 1997 Notes and junior to any senior indebtedness;  (ii) pay dividends or
make other  restricted  payments;  (iii) make asset  dispositions;  (iv)  permit
liens; (v) enter into sale and leaseback  transactions;  (vi) enter into certain
mergers; (vii) make certain investments; and (viii) enter into transactions with
related persons.

                              PLAN OF DISTRIBUTION

         The Company may sell the Offered Securities to one or more underwriters
for  public  offering  and sale by them or may sell the  Offered  Securities  to
investors  directly or through agents. Any such underwriter or agent involved in
the offer and sale of the  Offered  Securities  will be named in the  applicable
Prospectus Supplement.

         The  distribution  of Offered  Securities  may be effected from time to
time in one or more  transactions  at a fixed  price  or  prices,  which  may be
changed,  at market prices  prevailing at the time of sale, at prices related to
such market  prices or at  negotiated  prices.  In  connection  with the sale of
Offered  Securities,  underwriters  or agents  may  receive or be deemed to have
received  compensation  from  the  Company  or from  purchasers  in the  form of
underwriting  discounts,  concessions  or  commissions.  Underwriters  may  sell
Offered  Securities  to  or  through  dealers,  and  such  dealers  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
underwriters or from purchasers.

         Any  underwriting  compensation  paid by the Company to underwriters or
agents in connection with the offering of Offered Securities, and any discounts,
concessions or commissions  allowed by  underwriters to  participating  dealers,
will be set forth in the applicable Prospectus Supplement. Underwriters, dealers
and agents  participating in the  distribution of the Offered  Securities may be
deemed  to be  underwriters,  and any  discounts,  concessions  and  commissions
received  by them and any  profit  realized  by them on  resale  of the  Offered
Securities may be deemed to be underwriting discounts and commissions, under the
Securities  Act.  Underwriters,  dealers  and  agents  may  be  entitled,  under
agreements  entered  into  with the  Company,  to  indemnification  against  and
contribution toward certain civil liabilities,  including  liabilities under the
Securities Act.

         If so indicated in the applicable  Prospectus  Supplement,  the Company
will authorize  underwriters or other persons acting as the Company's  agents to
solicit offers by certain  institutions to purchase Offered  Securities from the
Company at the public  offering  price set forth in such  Prospectus  Supplement
pursuant to  contracts  providing  for payment and  delivery on a future date or
dates.  Institutions  with whom such  contracts,  when  authorized,  may be made
include  commercial  and savings  banks,  insurance  companies,  pension  funds,
investment  companies,   educational  and  charitable  institutions,  and  other
institutions,  but will in all cases be subject to the  approval of the Company.
Any such  contracts  will be subject to the  condition  that the  purchase by an
institution of the Offered  Securities covered by its contracts shall not at the
time of delivery be prohibited  under the law of any  jurisdiction in the United
States to which such  institution  is subject  and,  if a portion of the Offered
Securities is being sold to  underwriters,  may be subject to the condition that
the Company shall have sold to such underwriters the Offered

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Securities  not sold for  delayed  delivery.  The  underwriters  and such  other
persons  will  not  have  any  responsibility  in  respect  of the  validity  or
performance of such contracts.

         Unless otherwise specified in the related Prospectus  Supplement,  each
series of Offered  Securities  will be a new issue with no  established  trading
market,  other  than  shares of Common  Stock,  which are  listed on the  Nasdaq
National  Market.  Any shares of Common  Stock  sold  pursuant  to a  Prospectus
Supplement will be listed on the Nasdaq National  Market.  The Company may elect
to list any other  series  of  Offered  Securities  on an  exchange,  but is not
obligated to do so. Any underwriters to whom Offered  Securities are sold by the
Company  for  public  offering  and  sale  may  make a  market  in such  Offered
Securities,  but  such  underwriters  will  not be  obligated  to do so and  may
discontinue  any market making at any time without  notice.  No assurance can be
given as to the liquidity of or the trading markets for any Offered Securities.

         Certain of the  underwriters  and their affiliates may be customers of,
engage  in  transactions  with and  perform  services  for the  Company  and its
subsidiaries in the ordinary course of business.

         The specific terms and manner of sale of the Offered Securities will be
set forth or summarized in the applicable Prospectus Supplement.

                                  LEGAL MATTERS

         Certain legal matters with respect to the Offered Securities offered by
the Company  will be passed  upon for the  Company by Sullivan & Worcester  LLP,
Boston,  Massachusetts.  Jas.  Murray Howe,  Secretary of Iron  Mountain,  is of
counsel to Sullivan & Worcester LLP and beneficially owns 3,855 shares of common
stock.

                                     EXPERTS

         The  consolidated  financial  statements  and schedule of Iron Mountain
Incorporated  and its  subsidiaries for the three years ended December 31, 1996,
included in Iron  Mountain's  Annual  Report on Form 10-K,  have been audited by
Arthur Andersen LLP, independent public accountants,  as stated in their reports
with respect thereto,  and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said reports.

         The financial statements of Nashville Vault Company,  Ltd. for the year
ended December 31, 1995, included in Iron Mountain's  Registration  Statement on
Form S-4 (file No. 333-24635, effective date May 14, 1997), have been audited by
Geo.  S. Olive & Co. LLC,  independent  public  accountants,  as stated in their
report  with  respect  thereto,  and are  incorporated  by  reference  herein in
reliance upon the authority of said firm as experts in giving said report.

         The financial  statements of International Record Storage and Retrieval
Services, Inc. for the year ended December 31, 1995, included in Iron Mountain's
Registration  Statement on Form S-4 (file No. 333-24635,  effective date May 14,
1997), have been audited by Rothstein,  Kass & Company, P.C., independent public
accountants,   as  stated  in  their  report  with  respect  thereto,   and  are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

         The financial  statements of Mohawk Business  Record Storage,  Inc. for
the year ended  December  31,  1995,  included in Iron  Mountain's  Registration
Statement on Form S-4 (file No.  333-24635,  effective date May 14, 1997),  have
been audited by Arthur Andersen LLP,  independent public accountants,  as stated
in their report with respect  thereto,  and are incorporated by reference herein
in reliance upon the authority of said firm as experts in giving said report.

         The financial statements of Security Archives of Minnesota for the year
ended December 31, 1996,  included in Iron Mountain's Current Report on Form 8-K
dated October 30, 1997, have been audited by Arthur Andersen

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LLP,  independent  public  accountants,  as stated in their  report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.

         The financial statements of Wellington Financial Services, Inc. for the
year ended December 31, 1996, included in Iron Mountain's Current Report on Form
8-K  dated  October  30,  1997,  have  been  audited  by  Arthur  Andersen  LLP,
independent public accountants,  as stated in their report with respect thereto,
and are  incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.

         The financial statements of Allegiance Business Archives,  Ltd. for the
year ended December 31, 1996, included in Iron Mountain's Current Report on Form
8-K dated November 25, 1997, have been audited by Stout, Causey & Horning, P.A.,
independent public accountants,  as stated in their report with respect thereto,
and are  incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.

         The financial  statements and schedule of Safesite  Records  Management
Corporation  for the three  years  ended  December  31,  1996,  included in Iron
Mountain's  Registration  Statement on Form S-4 (file no.  333-24635,  effective
date May 14, 1997), have been audited by Arthur Andersen LLP, independent public
accountants,   as  stated  in  their  reports  with  respect  thereto,  and  are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said reports.

         The financial statements of Concorde Group, Inc. and Neil Trucker Trust
for the year ended December 31, 1996, included in Iron Mountain's Current Report
on Form 8-K dated  October  30,  1997,  have been  audited by Fisher,  Schacht &
Oliver  LLP,  independent  public  accountants,  as stated in their  report with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.

         The financial statements of Data Securities International, Inc. for the
year ended December 31, 1996, included in Iron Mountain's Current Report on Form
8-K  dated  October  30,  1997,  have  been  audited  by  Arthur  Andersen  LLP,
independent public accountants,  as stated in their report with respect thereto,
and are  incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.

         The financial statements of Records Retention/FileSafe,  LP for the two
years ended  December 31, 1996,  included in Iron  Mountain's  Current Report on
Form 8-K dated November 25, 1997, have been audited by Abbott Stringham & Lynch,
independent public accountants,  as stated in their report with respect thereto,
and are  incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.

         The   consolidated   financial   statements   of  HIMSCORP,   Inc.  and
Subsidiaries  for the period  February 1, 1995 to December  31, 1995 and for the
year ended December 31, 1996,  appearing in Iron  Mountain's  Current Reports on
Form 8-K dated  October 30, 1997 and  November  25,  1997,  have been audited by
Ernst & Young LLP, independent  auditors,  as set forth in their reports thereon
included therein,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing.

         The consolidated  financial  statements of Arcus  Technology  Services,
Inc.  (Successor  Company)  for the year ended  December  31,  1996 and the five
months ended  December 31, 1995 and the  consolidated  financial  statements  of
Arcus, Inc.  (Predecessor  Company) for the seven months ended July 31, 1995 and
the year ended December 31, 1994,  appearing in Iron Mountain's  Current Reports
on Form 8-K dated  October 30, 1997 and November 25, 1997,  have been audited by
Ernst & Young LLP, independent  auditors,  as set forth in their reports thereon
included therein,  and are incorporated by reference herein in reliance upon the
authority of such firm as experts in accounting and auditing.

         The consolidated  financial statements of Arcus Group, Inc. for the two
years in the period  ended  December  31,  1996,  appearing  in Iron  Mountain's
Current  Reports on Form 8-K dated October 30, 1997 and November 25, 1997,  have
been audited by Ernst & Young LLP, independent  auditors,  as set forth in their
reports thereof included

                                       33




therein, and are incorporated by reference herein in reliance upon the authority
of such firm as experts in accounting and auditing.

         The consolidated financial statements of Arcus Group, Inc. for the year
ended December 31, 1994,  included in Iron Mountain's Current Report on Form 8-K
dated November 25, 1997, have been audited by Arthur  Andersen LLP,  independent
public  accountants,  as stated in their  report with respect  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.





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