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October 26, 2004	Boston Brussels Chicago Frankfurt Hamburg Hong Kong London Los Angeles Milan Moscow	New Jersey New York Northern Virginia Orange County Paris San Diego San Francisco Silicon Valley Singapore Tokyo Washington, D.C.
VIA EDGAR AND VIA HAND DELIVERY	File No. 038284-0001

Elaine Wolff, Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re: Digital Realty Trust, Inc.

           Amendment No. 4 to Registration Statement on

           Form S-11 Filed October 26, 2004

           File No. 333-117865

Dear Ms. Wolff:

On behalf of Digital Realty Trust, Inc. (the “Company”), enclosed herewith is Amendment No. 4 to the Company’s Registration Statement on Form S-11 (the “Registration Statement”), as filed with the Securities and Exchange Commission on October 26, 2004 (the “Amendment”). The Company has amended the Registration Statement in response to comments contained in the letter from the Staff, dated October 25, 2004 (the “Comment Letter”), and addressed to Mr. Michael F. Foust, Chief Executive Officer of the Company. The responses in this letter are based on representations made by the Company to Latham & Watkins LLP for the purpose of preparing this letter. We will separately deliver copies of the Amendment, marked to show changes responsive to the Comment Letter, to members of the Staff specified in the Comment Letter.

For ease of review, we have set forth the numbered comments of the Comment Letter and the Company’s responses thereto.

Elaine Wolff

October 26, 2004

Page 2

General

1. We note your response to our prior comment 2. Please provide supplemental support for the statement on page 73 that “[s]ince inception, our predecessor has made selective acquisitions … at prices which are at or below the replacement cost.” [emphasis added]

Response: The Company respectfully submits that, according to Gartner and the Company’s own industry knowledge, the cost to construct telecommunications and information technology infrastructure properties can range from $300 to $1,000 per square foot. These amounts exceed the $165 per square foot average purchase price paid by the Digital Realty Predecessor for the telecommunications and information technology infrastructure properties located in the U.S. that it will contribute to the Company. An excerpt from the Gartner report was included in the supplemental binder of support materials provided to the Staff in response to comment 4 to the Staff’s letter dated September 2, 2004 and a consent to use the information from the Gartner report is filed as Exhibit 99.3 to the Registration Statement.

The following table lists the net rentable square feet, acquisition cost and cost per square foot of the U.S. telecommunications and information technology infrastructure properties acquired by the Digital Realty Predecessor:

Building	Net Rentable SF	Acquisition Cost		Cost/SF
Univision Tower	477,107	$	92,500,000.00	$	193.88
Carrier Center	449,254	$	75,000,000.00	$	166.94
36 Northeast Second Street	162,140	$	31,000,000.00	$	191.19
VarTec Building	135,250	$	12,000,000.00	$	88.72
Hudson Corporate Center	311,950	$	57,030,000.00	$	182.82
Savvis Data Center	300,000	$	60,000,000.00	$	200.00
AboveNet Data Center	179,489	$	36,500,000.00	$	203.36
Webb at LBJ	365,449	$	45,850,000.00	$	125.46
NTT/Verio Premier Data Center	130,752	$	28,500,000.00	$	217.97
eBay Data Center	62,957	$	14,300,000.00	$	227.14
Brea Data Center	68,807	$	10,150,000.00	$	147.51
AT&T Web Hosting Facility	250,191	$	13,500,000.00	$	53.96
Totals	2,893,346	$	476,330,000.00	$	164.63

Elaine Wolff

October 26, 2004

Page 3

Prospectus Summary, page 1

Material Benefits to Related Parties, page 11

2. We note your new disclosure in the third bullet. Please disclose that the customary prorations relate to the apportionment of rents, taxes, utilities and other operating costs.

Response: In response to the Staff’s comment, the Company has revised the referenced bullet to provide the requested disclosure.

Unsecured Credit Facility, page 13

3. Please supplementally provide us a copy of the credit facility commitment.

Response: In response to the Staff’s comment, the Company is supplementally providing the Staff the credit facility commitment letter. In addition, the Company has filed the form of Credit Facility as new Exhibit 10.37 with the Amendment.

Dilution, page 45

4. Expand footnote (1), (2) and (4) to show your calculation of the numerator and denominator used in the calculation of net tangible book value per share amounts presented in the table since they are not readily determinable from the pro forma financial statements

Response: In response to the Staff’s comment, the Company has revised the referenced footnotes to provide the requested disclosure.

Financial Statements

Pro Forma Condensed Financial Statements, pages F-4 through F-18

5. Revise the pro forma financial statements to give effect to the PEO agreement described on page 114 or advise us why it is not appropriate to do so under Article 11 of Regulation S-X.

Response: The Company respectfully submits that the historical asset management fee reflected in note (FF) to the pro forma financial statements already includes the Company’s historical human resources expenses. Although it is not possible to specifically identify and remove the portion of the historical asset management fee attributable to such human resources expenses, the Company does not believe that such amount is materially different from the costs the Company will incur post-offering, including costs under the PEO agreement. Accordingly, additionally giving pro forma effect to the PEO Agreement would effectively double-count the Company’s human resources expenses and it is therefore not necessary to do so under Article 11 of Regulation S-X.

Elaine Wolff

October 26, 2004

Page 4

Note 3 Investments in Real Estate, Page F-33

6. We have read and considered your response to comment 15. We note your conclusion that the missing elements taken as a whole are more than minor. Explain to us how you reached this conclusion. Separately address the uniqueness or scarcity of each inputs, processes and outputs that were not acquired that are necessary in order for the property to be self-sustaining, the time frame, the level of effort, and the cost required to obtain them relative to the fair value of the properties acquired quantified to the extent possible. Refer to EITF 98-3.

Response: EITF Issue No. 98-3, Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business, provides guidance on determining whether an asset group constitutes a business. Based on the discussion included in EITF 98-3, the Company concludes that its acquisitions of real estate do not constitute acquisitions of businesses; rather they are acquisitions of productive assets. Paragraph 6 of EITF 98-3 states:

The determination of whether a transferred set of assets and activities is or is not a business is a three-step process. First, one must identify the elements included in the transferred set. Second, one must compare the identified elements in the transferred set to the complete set of elements necessary for the transferred set to conduct normal operations in order to identify any missing elements. Third, if there are missing elements, one must make an assessment as to whether the missing elements cause one to conclude that the transferred set is not a business. That assessment is based on the degree of difficulty or the level of investment (relative to the fair value of the transferred set) necessary to obtain access to or to acquire the missing elements. If the degree of difficulty and level of investment necessary to obtain access to or to acquire the missing elements are not significant, then the missing elements are considered minor and their absence would not cause one to conclude that the transferred set is not a business. The determination of the degree of difficulty or level of investment necessary to obtain access to or to acquire the missing elements requires significant judgment and is dependent on the particular facts and circumstances.

Paragraph 6 of EITF 98-3 also states, “The assessment of whether excluded items are only minor should be made without regard to the attributes of the transferee and should consider such factors as the uniqueness or scarcity of the missing element, the time frame, the level of effort, and the cost required to obtain the missing element.”

Below is an analysis of the Company’s acquisition of properties, following the methodology set forth in Paragraph 6 of EITF 98-3:

Elaine Wolff

October 26, 2004

Page 5

Step 1—Included Elements

The set of elements acquired when the Company purchases properties consist primarily of:

· long-lived assets – land, buildings and improvements

· in-place leases.

Step 2—Missing Elements

The set of elements generally not acquired when the Company purchases properties consist of, among other things:

· employees

· processes, including

o computers and software

o processes for leasing, cash receipts, cash disbursements, procurement, and other property and asset management processes

o accounting, payroll and human resources management

o legal (leasing, property management, litigation management and other)

o risk management

o maintenance and construction management

o strategic management

· relationships with prospective tenants, real estate brokers and others that provide access to potential tenants.

Step 3—Assessment

Operational Sustainability. The set of elements acquired in a real property purchase by the Company is not sufficient to enable the Company to continue to operate the properties as an ongoing business. The properties that the Company purchased did not have any employees to operate the properties, provide repairs and maintenance for the properties, collect rents, pay for goods, services and capital improvements, lease vacant space, identify prospective tenants, negotiate leases with prospective tenants, and provide accounting services. The missing employees were not simply senior management, but every level of functionality, including janitorial, maintenance, property management and operations, leasing, construction management, accounting, finance, and legal. The properties also do not have computers, software, processes for leasing, cash receipts, cash disbursements, procurement, and other property and asset management processes. Finally, the properties are not purchased with the relationships with prospective tenants and real estate brokers necessary to drive future revenues after existing leases expire.

Cost and Time. The cost to acquire the missing elements identified above is significant, as is the amount of time and effort required to acquire them. The Company has historically paid over $3.2 million per year to a subsidiary of CB Richard Ellis (“CB”) to

Elaine Wolff

October 26, 2004

Page 6

provide asset management services related to the Company’s properties and also paid property management fees to CB and third party property managers of approximately $1.0 million for the year ended December 31, 2003. Additionally, the Company engaged CB and third party leasing agents who charged leasing commissions for services rendered to lease vacant space of $1.7 million in the aggregate for the year ended December 31, 2003. In summary, the Company paid a total of $5.9 million for only a subset of the “excluded items” during the year ended December 31, 2003 and this total would have been higher if the required assets and employees were not already in place. This sum is 9.4% of the Company’s revenues for the year ended December 31, 2003, 12.3% of the Company’s total expenses for the year ended December 31, 2003 and 19.0% of the Company’s total expenses before depreciation and amortization for the year ended December 31, 2003. In other words, significant expenditures that are greater than minor are required to put in place the missing elements to run a real property as an ongoing business. Moreover, there are relatively few providers of asset management and property management services that are competent to service the Company’s specialized telecommunications and information technology infrastructure and technology manufacturing properties. The Company was historically able to secure CB’s services in this regard solely because of CB’s equity investment in its predecessor. The Company believes that CB, in turn, developed the expertise and functionality to manage properties such as the Company’s only after many years in the business.

Scarcity. The operation, management, leasing, improvement and marketing of telecommunications and technology infrastructure properties and technology manufacturing facilities requires specialized industry knowledge and expertise and a unique set of relationships with real estate brokers and prospective tenants in the industry. The Company believes that employees with these specialized skill sets and attributes to manage, lease, and operate these specialized facilities are not widely available, and that it would require significant time and expense to hire such employees.

Conclusion

The set of elements acquired by the Company in a property purchase are not able to continue normal operations and sustain a revenue stream on a stand-alone basis. In fact, the Company does not anticipate that any of its properties will ever become self-sustaining. The missing inputs, processes and outputs required to transform a real property purchase into a sustainable business operation would be costly and time consuming for a transferee to put in place, and certain elements, including employees with specialized expertise, would be difficult to find at all. Accordingly, the set of elements acquired in the Company’s purchase of its real properties is not a business.

Elaine Wolff

October 26, 2004

Page 7

Exhibits

7. Please supplementally describe the nature of the publications containing the information for which consents have been filed as exhibits 99.2-5 and 99.9. In particular, please confirm that the information is not derived from reports or opinions specifically prepared for or at the request of the company.

Response: The Company supplementally confirms that the publications containing the information for which consents have been filed were prepared for the real estate or technology industry generally and were not specifically prepared for or at the request of the Company.

*    *    *    *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (213) 891-8371 or Keith Benson at (415) 646-8307 with any questions or comments regarding this correspondence.

Very truly yours,

/s/    Julian Kleindorfer

Julian Kleindorfer

of LATHAM & WATKINS LLP

Enclosures

cc: Michael McTiernan, Esq., United States Securities and Exchange Commission

            Michael F. Foust, Digital Realty Trust, Inc.