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                          January 11, 2024

       Greg Lehmkuhl
       Chief Executive Officer
       Lineage, Inc.
       46500 Humboldt Drive
       Novi, MI 48377

                                                        Re: Lineage, Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-11
                                                            Submitted on
December 22, 2023
                                                            CIK No. 0001868159

       Dear Greg Lehmkuhl:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our December 7, 2023
letter.

       DRS/A filed on December 22, 2023

       Prospectus Summary
       Our Growth Strategy
       Same Warehouse Growth, page 17

   1.                                                   We note your response
to prior comment 1 and updated disclosure. Aside from such non-
                                                        GAAP financial measures
addressed, please ensure that when presenting non-GAAP
                                                        financial measures
throughout your prospectus, you provide with equal or greater
                                                        prominence the most
directly comparable financial measure calculated and presented in
                                                        accordance with GAAP.
For instance herein you provide NOI growth on a constant
                                                        currency basis.
Specific to your disclosure on a constant currency basis, ensure your
                                                        disclosure presents the
historical amounts and amounts in constant currency and
                                                        describes the process
for calculating the constant currency amounts and the basis of
 Greg Lehmkuhl
FirstName  LastNameGreg Lehmkuhl
Lineage, Inc.
Comapany
January 11,NameLineage,
            2024        Inc.
January
Page 2 11, 2024 Page 2
FirstName LastName
         presentation; refer to Question 104.06 of the Division's Compliance
and Disclosure
         Interpretations on Non-GAAP Financial Measures.
Summary Selected Historical and Pro Forma Consolidated Financial and Other Data
Non-GAAP Financial Measures, page 35

2.       We note your response to prior comment 2 and reissue the comment. We
note while you
         have provided a reconciliation of Total debt, net to Net debt, thereby
providing a
         reconciliation for each component of the non-GAAP financial measure
used in the
         calculation, please revise to also provide the ratio as calculated
using the most directly
         comparable GAAP financial measures.

Transactions with Lineage OP, LLC, page 182

3.       We note your response to prior comment 9, as well as your disclosure
in the registration
         statement that legacy investors and Bay Grove will enter into one or
more investor rights
         agreements. Please file these agreements as exhibits to the
registration statement.
4.       We note your response to prior comment 9. Please tell us
supplementally, with a view
         toward disclosure:
             what will cause any Legacy Class A OP Units to be reclassified
into OP units such
             that any portion of the special distribution rights of BG Cold in
respect of Legacy
             Class A OP units will be settled;
             how you will determine whether special distribution rights "may
also be settled upon
             the making of any earlier distributions to the holder of such
Legacy Class A OP
             rights;"
             how you reconcile the statement on page 188 that each Legacy Class
A OP Unit will
             be "economically equivalent to one OP unit" with the "same value
and . . . same share
             of Lineage OP equity as an OP unit," with the statement that the
Legacy Class A OP
             Units will have the "same economic characteristics of the former
Lineage OP Class A
             units and Lineage OP Class C units," given that the former Class A
and C units do
             not share the same economic characteristics prior to the
reclassification to Legacy
             Class A OP Units;
             clarify what you mean by the statement that the Lineage OP Class A
units not owned
             by the company and their "corresponding" Lineage OP Class C units
will be
             "combined" and reclassified into Legacy Class A OP Units. For
example, if the
             Lineage OP Class A units and Class C units are held by different
holders, it is unclear
             who would own the Legacy unit after reclassification. If they are
held by the same
             holders (i.e. an individual holder owns both the A and
corresponding C), then it is
             unclear why the C would have the distribution right you describe.
         We may have further comments upon review of your response.
5.       We note that you have revised disclosure to indicate that each Legacy
Class A OP
         Unit and Legacy Class B OP Unit are economically equivalent to one OP
unit and that
 Greg Lehmkuhl
FirstName  LastNameGreg Lehmkuhl
Lineage, Inc.
Comapany
January 11,NameLineage,
            2024        Inc.
January
Page 3 11, 2024 Page 3
FirstName LastName
         they have the same voting rights and voting power as an OP units.
Please explain what
         rights are unique to each of the OP Units, the Legacy Class A and
Legacy Class B Units,
         and tell us supplementally, with a view toward disclosure, the purpose
of reclassifying
         into these Legacy Units instead of OP units in the formation
transaction. To the extent that
         they can be reclassified into OP units, please clarify whether it is
the company or the
         holder who has the right to initiate the reclassification, and any
other material terms or
         conditions required to be met in connection with any such
reclassification.
Description of Our Capital Stock, page 201

6.       We note your response to prior comment 13, as well as the references
to contractual
         repurchases. Please file any such agreement as an exhibit to the
registration statement.
Financial Statements
Notes to Consolidated Financial Statements
(1) Significant accounting policies and practices
(q) Revenue recognition, page F-18

7.       We note your response to prior comment 16 and await the revised
disclosure of your
         accounting policy for lessor arrangements in a future registration
statement amendment.
(2) Capital Structure and Noncontrolling Interests
(g) Convertible Redeemable Noncontrolling Interests   Preference Shares, page
F-21

8.       We note your response to our prior comment 18. Please further clarify
whether the $308.3
         million original amount recognized upon acquisition after adjusting
for the $77.1 million
         partial redemption and $18.2 million effect of foreign currency is
greater than
         the maximum redemption value, including accrued dividends payable.
Exhibits

9.       We note your response to prior comment 21 and reissue in part. Please
file the covenants
         not to compete for Mr. Forste and Mr. Marchetti, or any other
non-compete agreements
         you may have, as exhibits to the registration statement.
       Please contact Ameen Hamady at 202-551-3891 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Pam Long at 202-551-3765 with
any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Real
Estate & Construction
 Greg Lehmkuhl
Lineage, Inc.
FirstName
January 11,LastNameGreg
                2024          Lehmkuhl
Comapany
Page    4      NameLineage, Inc.
January 11, 2024 Page 4
cc:       Julian Kleindorfer, Esq.
FirstName LastName