8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2007

DIGITAL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-32336	26-0081711
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

560 Mission Street, Suite 2900 San Francisco, California	94105
(Address of principal executive offices)	(Zip Code)

(415) 738-6500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

This Form 8-K/A amends our Form 8-K, dated May 21, 2007, to replace slide 23 of the materials, all or a portion of which will be presented at the JMP Securities Research Conference on May 21, 2007, the Cowen & Co. Technology Conference on May 30, 2007, the NAREIT Investor Forum on June 5-7, 2007 and at other investor meetings occurring between May 21, 2007 and June 7, 2007.

Item 7.01 Regulation FD Disclosure.

The information furnished in this Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

This Form 8-K/A amends our Form 8-K, dated May 21, 2007, to replace slide 23 of the materials, all or a portion of which will be presented at the JMP Securities Research Conference on May 21, 2007, the Cowen & Co. Technology Conference on May 30, 2007, the NAREIT Investor Forum on June 5-7, 2007 and at other investor meetings occurring between May 21, 2007 and June 7, 2007.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Slide 23 of materials to be presented at conferences and investor meetings.

SIGNATURES

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

Digital Realty Trust, Inc.
By:	/s/ Joshua A. Mills
	Joshua A. Mills
	General Counsel and Assistant Secretary

Date: May 21, 2007

EXHIBITS

Exhibit Number	Description
99.1	Slide 23 of materials to be presented at conferences and investor meetings.

EX-99.1

23

DLR Financial Overview

Strong

and

consistent

FFO

(1)

growth

–

$1.63 per diluted share and unit for 2006, +19% from 2005

–

$0.50 per diluted share and unit for 1Q07, +39% from 1Q06 and +4% from 4Q06

Strong

and

consistent

EBITDA

(1)

growth

–

$151.4

million

in

2006

(2)

,

+

41%

over

2005;

EBITDA

margin

(3)

was

53.7%

in

2006

(2)

compared to 53.3% in 2005

–

$50.7

million

in

1Q07

(4)

,

+

11%

from

$45.7

million

4Q06;

EBITDA

margin

(3)

was

57.0%

in

1Q07

(4)

compared to 55.7% in 4Q06

Well supported dividend

–

2.9% yield

(4)

–

FFO

/

AFFO

payout

ratio

of

57%

/

70%

(5)

for

1Q07

–

Increased quarterly common dividend in 4Q06, +8%

Proven access to capital

–

First quarter 2007

Raised $169.1 million in net proceeds from convertible preferred

stock offering

Sold two non-core assets for estimated total gain on sale of $18.0 million

–

$900.2 million of capital raised in 2006

Amended credit facility

–

Increased facility size from $350 to $500 million; changed financial covenants to enhance financial flexibility;

added redevelopment assets to borrowing base to support redevelopment program

Raised $172.5 million of 4.125% convertible debt

Completed 10 mortgage financings totaling $349.4 million

Raised $228.3 million in net proceeds from two common stock offerings

Increased float by 121.5% from 27.4 million to 60.7 million shares of common stock

outstanding

(1)

FFO,

AFFO

and

EBITDA

are

non

GAAP

financial

measures.

For

a

description

of

FFO,

AFFO

and

EBITDA

see

page

29.

(2)

Including

the

effect

of

the

gain

from

the

sale

of

a

property

in

2006,

EBITDA

and

EBITDA

margin

for

the

full

year

2006

was

$161.7

million

and

57.4%,

respectively. 

(3)

EBITDA

margin

is

calculated

by

dividing

EBITDA

by

Total

Operating

Revenues.

(4)

Including

the

effect

of

the

gain

from

the

sale

of

2

properties

during

the

1Q07,

1Q07

EBITDA

and

EBITDA

margin

was

$65.7

million

and

61.4%,

respectively

(5)

Based

on

most

recent

quarterly

dividend

annualized.

Dividend

yield

based

on

May

17,

2007

closing

stock

price

of

$40.17.

(6)

FFO

payout

ratio

is

dividend

declared

per

common

share

and

unit

divided

by

diluted

FFO

per

share

and

unit.

AFFO

payout

ratio

is

dividend

declared

per

common

share and

unit

divided

by

diluted

AFFO

per

share

and

unit.

For

a

description

of

FFO,

AFFO

and

EBITDA

see

page

29.

For

a

reconciliation

to

net

income

see

page

30.

Exhibit 99.1