20549-0409


October 19, 2004


Mr. Steven G. Osgood
President
U-Store-It Trust
6745 Engle Road, Suite 300
Cleveland, Ohio 44130

Re:	U-Store-It Trust
	Amendment No. 2 to Form S-11 Filed October 7, 2004
	File No.  333-117848

Dear Mr. Osgood:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form S-11
1. We note your response to prior comment 5; however, we reissue
that
part of our previous comment asking you to revise to describe the
conflicts of interest that arise from the substantial benefits
received in connection with this offering, including that the
interests of these affiliates differ from those of other
stockholders
and that the negotiations involving the formation transactions
were
not arms-length.  Please similarly revise the summary and risk
factors section.

Summary, page 1
2. We note your response to prior comment 7; however, we reissue
our
previous comment.  Please revise to briefly describe the
chronological corporate history of your predecessor entity,
Acquiport/Amsdell I Limited Partnership, since 1996.  Please
similarly revise the business section disclosure.
3. We note your response to prior comment 9.  Please revise your
disclosure on pages 9 and 112 to disclose the belief that the 29%
excepted holder limit for the Amsdell family does not jeopardize
your
REIT status and describe the business reasons for the exception on
ownership restriction.
4. Please revise the cover page, summary and risk factors to
disclose
and quantify the revolving credit facility in the amount of $150
million that Lehman and Wachovia will provide to your operating
subsidiary.

Our Facilities, page 5
5. We note your response to prior comment 11.  We further note
that
Rising Tide will have the right to acquire 8 facilities.  Please
revise, here and throughout, to identify who currently owns or
controls these 8 facilities, including whether the facilities are
currently held by the Amsdells or third parties.

Exhibits
6. Please file signed and dated opinions with your next amendment.
7. Please file the office lease, aircraft lease and any
indemnification agreements, which are discussed on pages 92-93, as
exhibits to your next amendment.  Refer to Item 601(b)(ii)(A) of
Regulation S-K.

General

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

       We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kristi Beshears at 202-824-5346 or Donna Di
Silvio at 202-942-1852 if you have questions regarding comments on
the financial statements and related matters.  Please contact Paul
Fischer at 202-942-1903 or the undersigned at 202-942-2987 with
any
other questions.


      			Sincerely,


      			Peggy Kim
      			Senior Counsel




cc:	Thomas C. Morey, Esq.
	Hogan & Hartson, LLP
	555 Thirteenth Street, N.W.
	Washington, D.C. 20004






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U-Store-It Trust; Form S-11; File No. 333-117848
Page 1