July 29, 2008
VIA EDGAR AND BY HAND
Ms. Karen J. Garnett
Mr. Duc Dang
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4561
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| | | Re: | | Cogdell Spencer Inc. |
| | | | | Form 10-K for the year ended December 31, 2007 |
| | | | | Filed March 17, 2008 |
| | | | | File No. 001-32649 |
Dear Ms. Garnett/Mr. Dang:
In connection with responding to comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) with respect to the Form 10-K for the year ended December 31, 2007 (the “Form 10-K”) filed by Cogdell Spencer Inc. (the “Company”), a Maryland corporation, on March 17, 2008, I acknowledge the following:
| | • | | the Company is responsible for the adequacy and accuracy of the disclosure in the Form 10-K; |
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| | • | | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K; and |
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| | • | | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| | | | | |
| | Very truly yours,
| |
| | /s/ Frank C. Spencer | |
| | Frank C. Spencer | |
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