DIGITAL REALTY TRUST, INC.
2730 Sand Hill Road, Suite 280
Menlo Park, California 94025
February 2, 2005
VIA EDGAR TRANSMISSION AND FACSIMILE
(202) 942-9635
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. |
Registration Statement on S-11 Filed on January 18, 2005 (File No. 333-122099)
Dear Ms. Wolff:
In connection with our letter dated February 2, 2005 pursuant to which Digital Realty Trust, Inc. (the “Company”) requested acceleration of the effectiveness of the above-captioned Registration Statement, the Company hereby acknowledges:
1. should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
2. the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
3. the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions or comments regarding the foregoing, please contact Julian Kleindorfer of Latham & Watkins LLP at (213) 891-8371 or Keith Benson of Latham & Watkins LLP at (415) 646-8307.
| Very truly yours, | ||
| DIGITAL REALTY TRUST, INC. | ||
| By: | /s/ A. William Stein | |
| Name: | A. William Stein | |
| Title: | Chief Financial Officer and Chief Investment Officer | |
| cc: | Michael McTiernan, Esq. United States Securities and Exchange Commission |
Julian Kleindorfer, Latham & Watkins LLP
