As filed with the Securities and Exchange Commission on February 11, 2002
                                                  Registration No. 333-75068

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


  IRON MOUNTAIN INCORPORATED          Pennsylvania               23-2588479
       IM CAPITAL TRUST I               Delaware           [Application Pending]
(Exact name of registrant as        (State or other          (I.R.S. Employer
  specified in its charter)         jurisdiction of          Identification No.)
                                     incorporation
                                    or organization)

                745 Atlantic Avenue, Boston, Massachusetts 02111

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                     C. RICHARD REESE                       Copy to:
           Chairman of the Board of Directors        WILLIAM J. CURRY, ESQ.
              and Chief Executive  Officer          Sullivan & Worcester LLP
                    745 Atlantic Avenue              One Post Office Square
                Boston, Massachusetts 02111        Boston, Massachusetts 02109
                      (617) 535-4766                    (617) 338-2800

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

   Approximate date of commencement of proposed sale to the public: From time to
time after the effective  date of this  registration  statement as determined in
light of market conditions and other factors.

         If the only securities  being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the box. / /

         If any of the  securities  being  registered  on  this  form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.  / /

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.  / /

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box.  / /


         The registrants  hereby amend this registration  statement on such date
or dates as may be necessary to delay its effective  date until the  registrants
shall file a further amendment which specifically  states that this registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  registration  statement  shall become
effective on such date as the SEC,  acting  pursuant to said Section  8(a),  may
determine.

         PURSUANT  TO  RULE  429(A)  UNDER  THE  SECURITIES  ACT  OF  1933,  THE
PROSPECTUSES  CONTAINED IN THIS REGISTRATION STATEMENT ARE COMBINED PROSPECTUSES
AND RELATE TO SECURITIES  REGISTERED UNDER THIS  REGISTRATION  STATEMENT AND THE
SECURITIES  REGISTERED AND REMAINING  UNSOLD UNDER IRON MOUNTAIN'S  REGISTRATION
STATEMENT ON FORM S-3 (FILE NO.  333-54030)  INITIALLY FILED ON JANUARY 19, 2001
AND  DECLARED  EFFECTIVE  ON JANUARY  31,  2001.  PURSUANT  TO RULE  429(B) THIS
REGISTRATION STATEMENT,  WHICH IS A NEW REGISTRATION STATEMENT,  SHALL ACT, UPON
EFFECTIVENESS,   AS  A  POST-EFFECTIVE   AMENDMENT  NO.  1  TO  IRON  MOUNTAIN'S
REGISTRATION  STATEMENT  ON FORM S-3 (FILE  NO.  333-54030).  IN THE EVENT  THAT
SECURITIES PREVIOUSLY REGISTERED UNDER IRON MOUNTAIN'S REGISTRATION STATEMENT ON
FORM S-3 (FILE NO.  333-54030)  ARE OFFERED AND SOLD PRIOR TO THE EFFECTIVE DATE
OF  THIS  REGISTRATION  STATEMENT,  THE  AMOUNT  OF SUCH  PREVIOUSLY  REGISTERED
SECURITIES SO SOLD WILL NOT BE INCLUDED IN THE PROSPECTUSES HEREUNDER.

                                 --------------

                                EXPLANATORY NOTE

         This  registration  statement  consists  of two  separate  prospectuses
covering:

         (1)  debt  securities,   guarantees,  common  stock,  preferred  stock,
depositary shares,  warrants,  stock purchase contracts and stock purchase units
of Iron  Mountain  and trust  preferred  securities  of IM Capital  Trust I, and
guarantees  thereof by Iron  Mountain,  to be  offered  from time to time by the
registrants; and

         (2) common  stock of Iron  Mountain to be issued  under a direct  stock
purchase plan of Iron Mountain.


    The  information in this  prospectus is not complete and may be changed.  We
may not sell these securities  until the  registration  statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.


    PRELIMINARY PROSPECTUS
                              Subject to Completion
                 Preliminary Prospectus Dated February 11, 2002

                                  $500,000,000
                           Iron Mountain Incorporated

              Debt Securities, Preferred Stock, Depositary Shares,
                            Common Stock and Warrants
                             ----------------------

     We may from time to time offer:

     o    debt securities;

     o    shares of our preferred stock;

     o    fractional  shares of our  preferred  stock in the form of  depositary
          shares;

     o    shares of our common stock;

     o    warrants to purchase any of these securities; or

     o    stock purchase contracts.

     The securities we offer will have an aggregate  public offering price of up
to $500,000,000. These securities may be offered and sold separately or together
in units with other securities described in this prospectus.

     In connection with the debt  securities,  substantially  all of our present
and future wholly owned domestic subsidiaries may, on a joint and several basis,
offer  full and  unconditional  guarantees  of our  obligations  under  the debt
securities.

     IM Capital Trust I may, from time to time, offer trust preferred securities
which will be fully and unconditionally  guaranteed by us. Our guarantees may be
senior or subordinated.  The trust preferred  securities may be offered and sold
separately  or  together  in  units  with  other  securities  described  in this
prospectus.

     We and IM Capital Trust I will indicate the particular  securities we offer
and their  specific  terms in a supplement to this  prospectus.  In each case we
would  describe the type and amount of securities  we are offering,  the initial
public offering price and the other terms of the offering.

     Our common stock is listed on the New York Stock  Exchange under the symbol
"IRM." We will  make  applications  to list any  shares  of  common  stock  sold
pursuant to a supplement to this  prospectus on the NYSE. We have not determined
whether we will list any of the other securities we may offer on any exchange or
over-the-counter  market.  If we decide to seek listing of any  securities,  the
supplement will disclose the exchange or market.

     Investing in our securities involves risks. See "Risk Factors" beginning on
page 2.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

    Our and IM Capital  Trust I's  principal  place of business is 745  Atlantic
Avenue,  Boston,  Massachusetts 02111 and our and IM Capital Trust I's telephone
number is (617) 535-4766.

               The date of this prospectus is __________ __, 2002.


                                TABLE OF CONTENTS

                                                                            Page
About This Prospectus......................................................  (i)
Cautionary Note Regarding Forward-Looking Statements....................... (ii)
Our Company................................................................   1
IM Capital Trust...........................................................   1
Risk Factors...............................................................   2
Ratio of Earnings to Fixed Charges.........................................   7
Use of Proceeds............................................................   8
Description of Our Debt Securities.........................................   8
Description of Our Capital Stock...........................................  15
Description of Our Depositary Shares.......................................  17
Description of Our Warrants................................................  21
Description of the Stock Purchase Contracts and the Stock Purchase Units...  22
Description of the Trust Preferred Securities..............................  22
Description of the Trust Preferred Securities Guarantee....................  24
Relationship Among the Debt Securities, the Trust Preferred Securities
       and the Trust Preferred Securities Guarantee........................  27
Description of Certain Provisions of Pennsylvania Law and Our
       Articles of Incorporation and Bylaws................................  28
Plan of Distribution.......................................................  30
Validity of the Offered Securities.........................................  31
Experts....................................................................  31
Where You Can Find More Information........................................  32
Documents Incorporated By Reference........................................  32

                              ABOUT THIS PROSPECTUS

    This  prospectus  is part of a  registration  statement  we  filed  with the
Securities and Exchange  Commission,  or the SEC,  using a "shelf"  registration
process. Under this shelf process, we may sell any combination of the securities
described  in this  prospectus  in one or more  offerings  up to a total  dollar
amount of proceeds of  $500,000,000  or the  equivalent  denominated  in foreign
currency.  This  prospectus  provides  you  with a  general  description  of the
securities  we may  offer.  Each  time we sell  securities,  we will  provide  a
prospectus  supplement  containing specific  information about the terms of that
offering.  The prospectus supplement may also add, update, or change information
contained  in this  prospectus.  You should  read both this  prospectus  and any
prospectus supplement,  together with additional information described under the
heading "Where You Can Find More  Information"  and "Documents  Incorporated  By
Reference."

    We have not  included,  or  incorporated  by reference,  separate  financial
statements of IM Capital Trust I in this  prospectus.  Neither we nor IM Capital
Trust I consider  these  financial  statements  material to holders of the trust
preferred securities because:

     o    IM Capital Trust is a special purpose entity;

     o    IM Capital  Trust does not have any operating  history or  independent
          operations; and

     o    IM  Capital  Trust is not  engaged  in,  nor will it  engage  in,  any
          activity   other  than  issuing  trust   preferred  and  trust  common
          securities,  investing in and holding our debt securities and engaging
          in related activities.

    Furthermore,  the combination of our obligations  under our debt securities,
the  associated  indentures,  IM Capital  Trust's  declaration  of trust and our
related  guarantees  provide a full and  unconditional  guarantee of payments of
distributions  and other  amounts  due on the  trust  preferred  securities.  In
addition,  we do not expect that IM Capital Trust will file reports with the SEC
under the Securities Exchange Act of 1934, as amended.

                                      (i)


    You  should  rely  only on the  information  incorporated  by  reference  or
provided  in this  document  and any  prospectus  supplement.  Neither we nor IM
Capital  Trust  have  authorized  anyone  else to  provide  you  with  different
information.  Neither  we nor IM  Capital  Trust  are  making  an offer of these
securities in any jurisdiction where it is unlawful. If anyone provides you with
different or inconsistent information, you should not rely on it. You should not
assume that the  information in this prospectus is accurate as of any date other
than the date on the front of this document.

    References  in this  prospectus  to the terms  "we,"  "our" or "us" or other
similar terms mean Iron Mountain Incorporated and its consolidated subsidiaries,
unless we state otherwise or the context indicates otherwise. References in this
prospectus to "IM Capital Trust" means IM Capital Trust I.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    We have made and incorporated by reference  statements in this document that
constitute  "forward-looking  statements" as that term is defined in the federal
securities  laws.  These  forward-looking  statements  concern  our  operations,
economic performance and financial condition. The forward-looking statements are
subject to various known and unknown  risks,  uncertainties  and other  factors.
When we use words such as "believes," "expects,"  "anticipates,"  "estimates" or
similar expressions, we are making forward-looking statements.

    Although  we  believe  that  our  forward-looking  statements  are  based on
reasonable  assumptions,  our  expected  results may not be achieved  and actual
results may differ  materially  from our  expectations.  Important  factors that
could cause actual results to differ from  expectations  include,  among others,
those set forth below. For a more detailed  discussion of some of these factors,
please read carefully the information under "Risk Factors" beginning on page 2.

     o    difficulties related to the integration of acquisitions generally and,
          more  specifically,  the  integration  of our  operations and those of
          Pierce Leahy Corp.;

     o    unanticipated costs as a result of our acquisition of Pierce Leahy;

     o    the uncertainties related to international expansion and operations;

     o    the  uncertainties  related  to  expansion  into  digital  businesses,
          including  the timing of  introduction  and market  acceptance  of our
          products and services;

     o    rapid and significant changes in technology;

     o    the cost and availability of appropriate storage facilities;

     o    changes in customer preferences and demand for our services;

     o    our  significant   indebtedness  and  the  cost  and  availability  of
          financing for contemplated growth; and

     o    other general economic and business conditions.

    These cautionary  statements should not be construed by you to be exhaustive
and they are made only as of the date of this prospectus.  You should read these
cautionary  statements  as being  applicable to all  forward-looking  statements
wherever  they  appear.  We  assume  no  obligation  to  update  or  revise  the
forward-looking  statements  or to update the reasons why actual  results  could
differ from those projected in the forward-looking statements.

                                      (ii)



                                   OUR COMPANY

    We are the leader in records and information  management services. We are an
international,  full-service provider of records and information  management and
related  services,  enabling  customers to outsource these functions.  We have a
diversified  customer base, which includes more than half of the Fortune 500 and
numerous  commercial,   legal,  banking,  healthcare,   accounting,   insurance,
entertainment  and government  organizations.  We provide  storage for all major
media, including paper, which is the dominant form of records storage,  magnetic
media,  including  computer tapes,  microfilm and  microfiche,  master audio and
video  tapes,  film and optical  disks,  X-rays and  blueprints.  Our  principal
services provided to our storage customers include courier pick-up and delivery,
filing,  retrieval and destruction of records,  database management,  customized
reporting  and  disaster  recovery  support.  We also  sell  storage  materials,
including   cardboard  boxes  and  magnetic  media,  and  provide   confidential
destruction,   consulting,   facilities   management,   fulfillment   and  other
outsourcing services.

    As of December  31,  2001,  we provided  services to over  125,000  customer
accounts in 80 markets in the United States and 44 markets outside of the United
States.  We  employ  over  10,000  people  and  operate  more  than 650  records
management facilities in the United States, Canada, Europe and Latin America.

                                IM CAPITAL TRUST

    IM Capital Trust is a subsidiary of ours. IM Capital Trust was created under
the Delaware Business Trust Act and is governed by a declaration of trust, as it
may be amended and restated from time to time,  among the trustees of IM Capital
Trust and us.

    When IM Capital Trust issues its trust preferred securities,  the holders of
the trust preferred  securities will own all of the issued and outstanding trust
preferred  securities of IM Capital Trust. We will acquire all of the issued and
outstanding  trust  common  securities  of IM  Capital  Trust,  representing  an
undivided beneficial interest in the assets of IM Capital Trust of at least 3%.

    IM Capital Trust will exist primarily for the purposes of:

     o    issuing its trust preferred and trust common securities;

     o    investing the proceeds from the sale of its trust  preferred and trust
          common securities in our debt securities; and

     o    engaging in other  activities  only as are  necessary or incidental to
          issuing its securities and purchasing and holding our debt securities.

    The debt  securities IM Capital Trust  purchases from us may be subordinated
debt securities or senior debt securities,  and may be fully and unconditionally
guaranteed by substantially  all of our present and future wholly owned domestic
subsidiaries.  We  will  specify  the  type  of debt  security  in a  prospectus
supplement.

    IM Capital Trust has three trustees. One of the trustees, referred to as the
regular  trustee,  is an  individual  who is an  officer  and  employee  of Iron
Mountain. Additional regular trustees may be appointed in the future. The second
trustee is The Bank of New York,  which serves as the property trustee under the
declaration of trust for purposes of the Trust  Indenture Act of 1939. The third
trustee is The Bank of New York  (Delaware),  which has its  principal  place of
business  in the State of  Delaware,  and serves as the  Delaware  trustee of IM
Capital Trust.

    The Bank of New York, acting in its capacity as guarantee trustee, will hold
for the benefit of the holders of trust  preferred  securities a trust preferred
securities  guarantee,  which  will be  separately  qualified  under  the  Trust
Indenture Act of 1939.

    Unless otherwise provided in the applicable prospectus  supplement,  because
we will own all of the trust common securities of IM Capital Trust, we will have
the exclusive  right to appoint,  remove or replace  trustees and to increase or
decrease  the number of  trustees.  In most cases,  there will be at least three
trustees.  The term of IM

                                      -1-


Capital Trust will be described in the applicable prospectus supplement, but may
dissolve earlier,  as provided in IM Capital Trust's declaration of trust, as it
may be amended and restated from time to time.

    The rights of the holders of the trust  preferred  securities  of IM Capital
Trust,  including  economic rights,  rights to information and voting rights and
the  duties  and  obligations  of the  trustees  of IM  Capital  Trust,  will be
contained in and governed by the declaration of trust of IM Capital Trust, as it
may be amended and restated from time to time,  the Delaware  Business Trust Act
and the Trust Indenture Act of 1939.

                                  RISK FACTORS

    You should consider carefully the following factors and other information in
this prospectus before deciding to invest in our securities.

Acquisition and International Expansion Risks

Failure to successfully  integrate  acquired  operations could reduce our future
results of operations.

    The success of any  acquisition  depends in part on our ability to integrate
the acquired company. The process of integrating acquired businesses may involve
unforeseen  difficulties  and  may  require  a  disproportionate  amount  of our
management's attention and our financial and other resources.

    In particular, the integration of our operations and the operations formerly
conducted under the name Pierce Leahy has presented and will continue to present
a significant  challenge to our management.  We began  integrating the cultures,
operating systems,  procedures and information technologies of Iron Mountain and
Pierce Leahy  approximately two years ago. The integration process is continuing
and will proceed for up to one more year.

    We can give no  assurance  that we will  ultimately  be able to  effectively
integrate and manage the operations of any acquired  business,  in general,  and
Pierce  Leahy,  in  particular.  Nor can we  assure  you that we will be able to
maintain or improve  the  historical  financial  performance  of Iron  Mountain,
Pierce Leahy or our other  acquisitions.  The failure to successfully  integrate
these cultures, operating systems, procedures and information technologies could
have a material adverse effect on our results of operations.

Failure to achieve  expected  cost savings and  unanticipated  costs  related to
integrating acquired companies could adversely affect our results of operations.

    Our estimates of annual operating cost savings for acquired  companies are a
function of the nature and timing of individual  acquisition  integration plans.
These savings  result  primarily  from the  elimination  of redundant  corporate
expenses and more efficient operations and utilization of real estate.  However,
unanticipated  future operating  expenses or acquisition  related  expenses,  or
other  adverse  developments,  could reduce or delay  realization  of these cost
savings and  materially  affect our results of  operations.  The  integration of
Pierce  Leahy  poses a  particular  risk due to the size and  complexity  of the
integration plan.

    Our  operating  results  may  fluctuate  from  quarter to quarter due to the
integration  of current and future  acquisitions.  It is  difficult to precisely
forecast the magnitude and timing of integration  and  merger-related  expenses.
These  expenses  may be material to the  financial  results of a given  quarter.
Therefore, operating results for any fiscal quarter may not be indicative of the
results  that may be achieved  for any  subsequent  quarter or for a full fiscal
year.

We may be unable to continue our international expansion.

    Our  growth  strategy  involves  expanding   operations  into  international
markets, and we expect to continue this expansion. Europe and Latin America have
been our primary  areas of focus for  international  expansion.  We have entered
into joint ventures and have acquired all or a majority of the equity in records
and information  management services businesses operating in these areas and are
actively pursuing additional opportunities. This growth strategy involves risks.
We may be unable to pursue this strategy in the future.  For example,  we may be
unable to:

                                      -2-


     o    identify suitable companies to acquire;

     o    complete acquisitions on satisfactory terms;

     o    incur  additional debt necessary to acquire  suitable  companies if we
          are unable to pay the purchase  price out of working  capital,  common
          stock or other equity securities; or

     o    enter into successful business  arrangements for technical  assistance
          or management and acquisition expertise outside of the United States.

    We also  compete  with other  records and  information  management  services
providers for companies to acquire.  Some of our competitors may possess greater
financial and other  resources than we do. If any such competitor were to devote
additional resources to such acquisition candidates or focus its strategy on our
international markets, our results of operations could be adversely affected.

We may not be able to effectively expand our digital businesses.

    We have  implemented the early stages of our planned  expansion into various
digital businesses.  Our entrance into these markets poses certain unique risks.
For example, we may be unable to:

     o    raise the amount of capital  necessary to  effectively  participate in
          these businesses;

     o    develop, hire or otherwise obtain the necessary technical expertise;

     o    accurately  predict the size of the markets for any of these services;
          or

     o    compete  effectively  against  other  companies  who  possess  greater
          technical expertise, capital or other necessary resources.

    In addition,  the business  partners  upon whom we depend for  technical and
management  expertise,  as well as the hardware and software products we need to
complement our services, may not perform as expected.

Operational Risks

We have a history of net losses.

    Our net losses are primarily  attributable to significant  non-cash  charges
and interest expense associated with our acquisition and growth strategies.  The
non-cash charges consist primarily of:

     o    depreciation   expenses  associated  with  the  expansion  of  storage
          capacity; and

     o    goodwill amortization associated with acquisitions accounted for under
          the purchase method.

    Our primary  financial  goal has been,  and will continue to be, to increase
consolidated  Adjusted  EBITDA(1)  in relation to capital  invested,  even as we
shift our focus from growth through  acquisitions to internal revenue growth.
__________

    (1) Adjusted EBITDA and Adjusted  EBITDA-based  calculations are used by the
holders of our publicly  issued debt as important  criteria for  evaluating  our
business and, as a result, all of our bond indentures contain covenants in which
Adjusted EBITDA-based  calculations are used as the primary measure of financial
performance. In addition, we use Adjusted EBITDA as the basis for evaluating the
performance  of and  allocating  resources to our internal  operating  segments.
However, you should not consider EBITDA or Adjusted EBITDA to be substitutes for
operating or net income (as  determined in accordance  with  generally  accepted
accounting principles, or GAAP) as indicators of our performance or to cash flow
from  operations  (as  determined  in  accordance  with  GAAP)  as  measures  of
liquidity.
                                      -3-

We  define  Adjusted  EBITDA  as  EBITDA  (earnings   before  interest,   taxes,
depreciation   and   amortization)   adjusted   for  other   income   (expense),
merger-related   expenses,   stock  option  compensation  expense  and  minority
interest.  Adjusted  EBITDA  is a source of funds for  investment  in  continued
growth and for servicing debt.

    Having  an  objective  of  increasing   consolidated   Adjusted  EBITDA  may
negatively affect other measures of financial  performance,  such as net income.
In addition,  execution of our growth strategy could result in future net losses
due to increased  interest  expense  associated  with  borrowings  and increased
depreciation and amortization expenses.

Our  customers  may shift from paper storage to  alternative  technologies  that
require less physical space.

    We derive  most of our  revenues  from the  storage of paper  documents  and
related services. This storage requires significant physical space.  Alternative
storage technologies exist, many of which require  significantly less space than
paper. These technologies include computer media, microform,  CD-ROM and optical
disk. To date,  none of these  technologies  has replaced paper as the principal
means for storing  information.  However,  we can provide no assurance  that our
customers  will  continue  to store  most of their  records in paper  format.  A
significant  shift by our customers to storage of data through  non-paper  based
technologies,  whether now existing or developed in the future,  could adversely
affect our business.

We may be subject to certain costs and potential liabilities associated with the
real estate required for our businesses.

    Because our businesses are heavily dependent on real estate, we face special
risks attributable to the real estate we own or operate. Such risks include:

     o    variable occupancy costs and difficulty locating suitable sites due to
          fluctuations in the real estate market;

     o    uninsured  losses  or  damage  to  our  storage  facilities  due to an
          inability to obtain full coverage on a  cost-effective  basis for some
          casualties,  such as earthquakes,  or any coverage for certain losses,
          such as losses from riots or terrorist activities;

     o    loss of our investment in, and anticipated profits and cash flow from,
          damaged property that is uninsured;

     o    liability   under  certain   environmental   laws  for  the  costs  of
          investigation  and cleanup of contaminated real estate owned or leased
          by us,  whether  or not we know  of,  or  were  responsible  for,  the
          contamination,  or the contamination occurred while we owned or leased
          the property;

     o    third  party  claims   resulting   from  the  off-site   migration  of
          contamination  initiating  on real estate  that we own or operate,  or
          exposure  to  hazardous  substances,   including   asbestos-containing
          materials, located on our property; and

     o    an inability to sell, rent,  mortgage or use contaminated  real estate
          owned or leased by us.

    Some  of  our  current  and  formerly  owned  or  operated  properties  were
previously used for industrial or other purposes that involved the use, storage,
generation  and/or  disposal of hazardous  substances  and wastes and  petroleum
products.   In  some  instances  these  properties  included  the  operation  of
underground storage tanks.  Although we have from time to time conducted limited
environmental  investigations and remedial  activities at some of our former and
current facilities,  we have not undertaken an in-depth  environmental review of
all of our properties.  We therefore may be potentially liable for environmental
costs like those discussed above.

International operations may pose unique risks.

    As of December  31,  2001,  we provided  services in 44 markets  outside the
United States. As part of our growth strategy,  we expect to continue to acquire
records and  information  management  services  businesses  in foreign  markets.
International operations are subject to numerous risks, including:

                                      -4-

     o    the risk that the business  partners upon whom we depend for technical
          assistance  or management  and  acquisition  expertise  outside of the
          United States will not perform as expected;

     o    the impact of foreign government regulations;

     o    the volatility of certain foreign economies in which we operate;

     o    political uncertainties;

     o    differences in business practices; and

     o    foreign currency fluctuations.

    In particular,  our net income can be significantly affected by fluctuations
in foreign  currencies  associated with the U.S. dollar denominated debt of some
of our  foreign  subsidiaries  and  certain  intercompany  balances  between our
domestic entities and our foreign subsidiaries.

We face competition for customers.

    We compete with our current and potential  customers'  internal  records and
information management services  capabilities.  We can provide no assurance that
these  organizations  will begin or continue to use an outside company,  such as
our company, for their future records and information  management services needs
or that  they  will use us to  provide  these  services.  We also  compete  with
multiple records and information management services providers in all geographic
areas where we operate.

Indebtedness and Other Risks

Our substantial indebtedness could adversely affect our financial health.

    We have substantial indebtedness, which could have important consequences to
you. The risks  associated with our substantial  indebtedness include:

     o    sensitivity to adverse economic conditions;

     o    inability  to  fund  future  working  capital,  acquisitions,  capital
          expenditures and other general corporate requirements;

     o    limits on our  flexibility in planning for, or reacting to, changes in
          our  business  and the records  and  information  management  services
          industry;

     o    limits  on  future  borrowings  under our  existing  or future  credit
          arrangements,  which could affect our ability to pay our  indebtedness
          or to fund our other liquidity needs;

     o    inability to generate  sufficient funds to cover required  interest or
          principal amortization payments; and

     o    restrictions   on  our  ability  to  refinance  our   indebtedness  on
          commercially reasonably terms.

Our indebtedness may increase as we continue to borrow under existing and future
credit  arrangements  in order to finance  future  acquisitions  and for general
corporate purposes, which would increase the associated risks.

                                      -5-


Restrictive loan covenants may limit our ability to pursue our growth strategy.

    Our credit  facility and our  indentures  contain  covenants  restricting or
limiting our ability to, among other things:

     o    incur additional indebtedness;

     o    pay dividends or make other restricted payments;

     o    make asset dispositions;

     o    create or permit liens; and

     o    make capital expenditures and other investments.

    These   restrictions   may  adversely  affect  our  ability  to  pursue  our
acquisition and other growth strategies.

Certain  provisions  in  our  governing   documents  and  indentures,   and  the
composition of our shareholders,  might discourage or prevent third parties from
acquiring control of our outstanding capital stock.

    Certain provisions of our articles of incorporation, our bylaws and existing
indentures  might  discourage or prevent a third party from acquiring  actual or
potential control of us by:

     o    making it more difficult to consummate  certain types of  transactions
          such as mergers, tender offers or proxy contests;

     o    limiting  shareholders'  ability to quickly change the  composition of
          our board of directors due to our classified board of directors;

     o    allowing existing management to exercise  significant control over our
          affairs during periods where we are threatened by a change in control;

     o    allowing our board of directors to issue shares of preferred  stock in
          the  future  without  further  shareholder   approval  and  with  full
          discretion   as  to  terms,   conditions,   rights,   privileges   and
          preferences; and

     o    requiring  that we offer to  purchase  all or some of our  outstanding
          senior  subordinated  notes and other publicly issued notes in certain
          circumstances that amount to a change of control under our indentures.

    In addition, because relatively few large shareholders control a significant
percentage of our voting power, these shareholders may:

     o    prevent certain types of transactions involving an actual or potential
          change of control of us, including  transactions  made at prices above
          the prevailing market price of our common stock; and

     o    significantly  affect the  election  of our  directors  who,  in turn,
          control our management and affairs.


                                      -6-



                       RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth our  consolidated  ratio of earnings to fixed
charges for the periods indicated (dollars in thousands):



                                                                                          Nine Months Ended
                                              Year Ended December 31,                       September 30,
                          -----------------------------------------------------------------------------------
                             1996        1997        1998         1999        2000                2001
                             ----        ----        ----         ----        ----                ----
                                                                            
Ratio of earnings to
 fixed charges               1.1x      0.9x(1)       1.1x           1.1x       0.9x(1)          0.9x(1)

- -------------------------------
<FN>
(1)  We reported a loss from  continuing  operations  before  provision  (benefit)  for income taxes and
     minority  interest,  for the years ended  December  31, 1997 and December 31, 2000 and for the nine
     months ended September 30, 2001. We would have needed to generate additional income from operations
     before provision for income taxes and minority interest of $4,601,  $18,032 and $7,786 to cover our
     fixed charges of $37,489, $154,975 and $133,292, respectively.
</FN>


    The ratios of earnings to fixed  charges  presented  above were  computed by
dividing our earnings by fixed  charges.  For this  purpose,  earnings have been
calculated by adding fixed charges to income (loss) from  continuing  operations
before provision (benefit) for income taxes and minority interest. Fixed charges
consist of  interest  costs,  whether  expensed  or  capitalized,  the  interest
component of rental expense, if any, amortization of debt discounts and deferred
financing costs, whether expensed or capitalized.


                                      -7-


                                 USE OF PROCEEDS

    Unless otherwise described in a prospectus supplement,  we intend to use the
net  proceeds  from the sale of the offered  securities  for  general  corporate
purposes,  which may include  acquisitions,  investments  and the  repayment  of
indebtedness  outstanding at a particular time.  Pending this  utilization,  the
proceeds from the sale of the offered securities will be invested in short-term,
dividend-paying or interest-bearing investment grade securities.

    IM  Capital  Trust  will use all net  proceeds  from  the sale of its  trust
preferred  securities  and its trust  common  securities  to  purchase  our debt
securities.

                       DESCRIPTION OF OUR DEBT SECURITIES

    The debt securities will be direct obligations of ours, which may be secured
or unsecured,  and which may be senior or  subordinated  indebtedness.  The debt
securities  may  be  fully  and  unconditionally  guaranteed  on  a  secured  or
unsecured,  senior or subordinated basis, jointly and severally by substantially
all of our direct and indirect  wholly  owned  domestic  subsidiaries.  The debt
securities will be issued under one or more indentures between us and a trustee.
Any  indenture  will be subject to, and governed by, the Trust  Indenture Act of
1939,  as  amended.  The  statements  made in this  prospectus  relating  to any
indentures  and the debt  securities  to be  issued  under  the  indentures  are
summaries  of  certain  anticipated  provisions  of the  indentures  and are not
complete.

    We  have  filed  copies  of the  forms  of  indentures  as  exhibits  to the
registration  statement of which this prospectus is part and will file any final
indentures and supplemental  indentures if we issue debt securities.  You should
refer to those  indentures  for the complete terms of the debt  securities.  See
"Where You Can Find More  Information."  In  addition,  you should  consult  the
applicable prospectus supplement for particular terms of our debt securities.

General

    We may issue debt securities that rank "senior,"  "senior  subordinated"  or
"subordinated." The debt securities that we refer to as "senior securities" will
be direct  obligations  of ours and will rank  equally  and  ratably in right of
payment with other  indebtedness of ours that is not subordinated.  We may issue
debt  securities  that will be  subordinated  in right of  payment  to the prior
payment in full of senior indebtedness,  as defined in the applicable prospectus
supplement,  and may  rank  equally  and  ratably  with our  outstanding  senior
subordinated  indebtedness and any other senior  subordinated  indebtedness.  We
refer to these as  "senior  subordinated  securities."  We may also  issue  debt
securities  that  may  be  subordinated  in  right  of  payment  to  the  senior
subordinated securities. These would be "subordinated securities." We have filed
with the registration  statement of which this prospectus is part three separate
forms of indenture, one each for the senior securities,  the senior subordinated
securities and the subordinated securities.

    We may issue the debt  securities  without  limit as to aggregate  principal
amount,  in one or more  series,  in each  case as we  establish  in one or more
supplemental indentures.  We need not issue all debt securities of one series at
the same time. Unless we otherwise provide, we may reopen a series,  without the
consent of the holders of such series, for issuances of additional securities of
that series.

    We  anticipate  that any  indenture  will provide that we may, but need not,
designate more than one trustee under an indenture,  each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or be
removed with respect to one or more series of debt securities and we may appoint
a successor trustee to act with respect to that series.

    The  applicable  prospectus  supplement  will  describe the  specific  terms
relating  to the  series of debt  securities  we will  offer,  including,  where
applicable, the following:

     o    the  title  and  series   designation  and  whether  they  are  senior
          securities, senior subordinated securities or subordinated securities;

                                      -8-


     o    the aggregate principal amount of the securities;

     o    the percentage of the principal amount at which we will issue the debt
          securities  and,  if  other  than  the  principal  amount  of the debt
          securities, the portion of the principal amount of the debt securities
          payable upon maturity of the debt securities;

     o    if convertible,  the initial  conversion  price, the conversion period
          and any other terms governing such conversion;

     o    the stated maturity date;

     o    any fixed or variable interest rate or rates per annum;

     o    the place where  principal,  premium,  if any,  and  interest  will be
          payable and where the debt securities can be surrendered for transfer,
          exchange or conversion;

     o    the date from  which  interest  may accrue  and any  interest  payment
          dates;

     o    any sinking fund requirements;

     o    any provisions for redemption,  including the redemption price and any
          remarketing arrangements;

     o    whether the securities are denominated or payable in U.S. dollars or a
          foreign currency or units of two or more foreign currencies;

     o    the events of default and covenants of such securities,  to the extent
          different from or in addition to those described in this prospectus;

     o    whether  we  will  issue  the  debt   securities  in  certificated  or
          book-entry form;

     o    whether the debt  securities will be in registered or bearer form and,
          if in  registered  form,  the  denominations  if  other  than  in even
          multiples  of $1,000 and, if in bearer  form,  the  denominations  and
          terms and conditions relating thereto;

     o    whether we will issue any of the debt  securities in permanent  global
          form  and,  if so,  the  terms  and  conditions,  if any,  upon  which
          interests  in the global  security  may be  exchanged,  in whole or in
          part, for the  individual  debt  securities  represented by the global
          security;

     o    the applicability,  if any, of the defeasance and covenant  defeasance
          provisions described in this prospectus or any prospectus supplement;

     o    whether we will pay additional amounts on the securities in respect of
          any tax, assessment or governmental charge and, if so, whether we will
          have the option to redeem the debt  securities  instead of making this
          payment;

     o    the subordination provisions, if any, relating to the debt securities;

     o    if the debt  securities  are to be issued  upon the  exercise  of debt
          warrants,  the time, manner and place for them to be authenticated and
          delivered;

     o    whether  any of our  subsidiaries  will be bound  by the  terms of the
          indenture, in particular any restrictive covenants;

     o    the  provisions  relating  to  any  security  provided  for  the  debt
          securities; and

                                      -9-


     o    the provisions relating to any guarantee of the debt securities.

    We may issue debt securities at less than the principal  amount payable upon
maturity.  We refer to these securities as "original issue discount securities."
If  material  or  applicable,  we will  describe  in the  applicable  prospectus
supplement special U.S. federal income tax, accounting and other  considerations
applicable to original issue discount securities.

    Except as may be set forth in any prospectus  supplement,  an indenture will
not  contain  any  other  provisions  that  would  limit  our  ability  to incur
indebtedness or that would afford holders of the debt  securities  protection in
the event of a highly  leveraged or similar  transaction  involving us or in the
event of a change  of  control.  You  should  review  carefully  the  applicable
prospectus  supplement  for  information  with  respect to events of default and
covenants applicable to the securities being offered.

Denominations, Interest, Registration and Transfer

    Unless otherwise described in the applicable prospectus supplement,  we will
issue the debt  securities  of any  series  that are  registered  securities  in
denominations  that are even multiples of $1,000,  other than global securities,
which may be of any denomination.

    Unless otherwise specified in the applicable prospectus supplement,  we will
pay the interest, principal and any premium at the corporate trust office of the
trustee. At our option, however, we may make payment of interest by check mailed
to the  address  of the  person  entitled  to the  payment  as it appears in the
applicable  register  or by wire  transfer of funds to that person at an account
maintained within the United States.

    If we do not  punctually  pay or duly  provide for  interest on any interest
payment date, the defaulted interest will be paid either:

     o    to the person in whose name the debt  security  is  registered  at the
          close of business on a special record date we will fix; or

     o    in any other lawful manner as the applicable indenture describes.

    You may have your debt  securities  divided  into  more debt  securities  of
smaller   denominations  or  combined  into  fewer  debt  securities  of  larger
denominations,  as long as the total  principal  amount is not changed.  We call
this an "exchange."

    You may exchange or transfer debt securities at the office of the applicable
trustee.  The trustee acts as our agent for  registering  debt securities in the
names  of  holders  and  transferring  debt  securities.   We  may  change  this
appointment to another entity or perform it ourselves. The entity performing the
role of maintaining the list of registered holders is called the "registrar." It
will also perform transfers.

    You will not be  required  to pay a service  charge to  transfer or exchange
debt  securities,  but  you  may  be  required  to pay  for  any  tax  or  other
governmental charge associated with the exchange or transfer. The registrar will
make the  transfer  or  exchange  only if it is  satisfied  with  your  proof of
ownership.

Merger, Consolidation or Sale of Assets

    Under any indenture, we are generally permitted to consolidate or merge with
another company.  We are also permitted to sell  substantially all of our assets
to another company.  However, we may not take any of these actions unless all of
the following conditions are met:

     o    If we merge out of  existence  or sell our assets,  the other  company
          must be a corporation, partnership or other entity organized under the
          laws of a State or the District of Columbia or under  federal law. The
          other  company  must  agree  to be  legally  responsible  for the debt
          securities.

                                      -10-


     o    Immediately after the consolidation or merger or sale of assets we are
          not in  default on the debt  securities.  A default  for this  purpose
          would  include  any event that  would be an event of  default  without
          regard to notice obligations or the length of time of the default.

Certain Covenants

    Provision of Financial Information. We will deliver to the trustee a copy of
our annual report to  shareholders,  our reports on Forms 10-K, 10-Q and 8-K and
any other  reports that we are required to file with the SEC pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

    Additional   Covenants.   Any   additional   or  different   covenants,   or
modifications to these covenants,  with respect to any series of debt securities
will be set forth in the applicable prospectus supplement.

Events of Default and Related Matters

    Events of Default.  The term "event of default" means any of the following:

     o    we do not pay the  principal or any premium on a debt  security on its
          due date;

     o    we do not pay  interest on a debt  security  within 30 days of its due
          date;

     o    we do not deposit any sinking fund payment on its due date;

     o    we fail to comply with any "change of  control"  covenant  included in
          the applicable indenture;

     o    we remain in breach of any other term of the applicable  indenture for
          60 days after we receive a notice of default stating we are in breach.
          Either the trustee or the holders of 25% in  principal  amount of debt
          securities of the affected series may send the notice;

     o    we default  in the  payment  of any of our other  indebtedness  over a
          specified  amount that results in the  acceleration of the maturity of
          the  indebtedness  or  constitutes  a default  in the  payment  of the
          indebtedness  at final maturity,  but only if the  indebtedness is not
          discharged or the acceleration is not rescinded or annulled;

     o    we or one of our  "significant  subsidiaries"  files for bankruptcy or
          certain  other  events in  bankruptcy,  insolvency  or  reorganization
          occur; and

     o    any other event of default,  or  modification  of any of the foregoing
          events of default,  described in the applicable  prospectus supplement
          occurs.

The term "significant subsidiary" means each of our significant subsidiaries (as
defined in Regulation S-X promulgated under the Securities Act of 1933).

    Remedies If an Event of Default Occurs.  If an event of default has occurred
and has not been cured,  the trustee or the holders of at least 25% in principal
amount of the debt  securities  of the  affected  series may  declare the entire
principal  amount  of all  the  debt  securities  of that  series  to be due and
immediately  payable.  We call this a "declaration of acceleration of maturity."
If an  event  of  default  occurs  because  of  certain  events  in  bankruptcy,
insolvency or reorganization, the principal amount of all the debt securities of
that series will be automatically accelerated, without any action by the trustee
or any holder. At any time after the trustee or the holders have accelerated any
series of debt  securities,  the  holders  of at least a majority  in  principal
amount  of the  debt  securities  of the  affected  series  may,  under  certain
circumstances, rescind and annul such acceleration.

    The  trustee  will  be  required  to  give  notice  to the  holders  of debt
securities  within 90 days of a default of which the trustee has knowledge under
the  applicable  indenture  unless the  default  has been  cured or waived.  The
trustee may withhold  notice to the holders of any series of debt  securities of
any default with respect to that series,  except a

                                      -11-

default in the payment of the  principal of or interest on any debt  security of
that  series,  if  specified  responsible  officers of the trustee in good faith
determine that withholding the notice is in the interest of the holders.

    Except in cases of default,  where the trustee has some special duties,  the
trustee is not required to take any action under the applicable indenture at the
request  of  any  holders  unless  the  holders  offer  the  trustee  reasonable
protection  from expenses and liability.  We refer to this as an "indemnity." If
reasonable indemnity is provided,  the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time, method
and place of  conducting  any lawsuit or other formal  legal action  seeking any
remedy  available to the  trustee.  These  majority  holders may also direct the
trustee in performing any other action under the applicable  indenture,  subject
to certain limitations.

    Before you bypass the  trustee  and bring your own  lawsuit or other  formal
legal  action  or take  other  steps to  enforce  your  rights or  protect  your
interests relating to the debt securities, the following must occur:

     o    you must give the trustee  written notice that an event of default has
          occurred and remains uncured;

     o    the  holders of at least 25% in  principal  amount of all  outstanding
          securities of the relevant series must make a written request that the
          trustee take action because of the default,  and must offer  indemnity
          satisfactory  to the  trustee  against the costs,  expenses  and other
          liabilities of taking that action;

     o    the trustee  must have not taken  action for 60 days after  receipt of
          the above notice, request and offer of indemnity; and

     o    the  trustee  does not  receive  direction  contrary  to the  holders'
          written  request,  within 60 days  following  receipt of the  holders'
          written request, from holders of a majority in principal amount of the
          outstanding securities of that series.

However,  you are  entitled  at any time to bring a lawsuit  for the  payment of
money due on your security after its due date.

    Every year we will furnish to the trustee a written  statement by certain of
our officers  certifying  that to their  knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.

Modification of an Indenture

    There are three types of changes we can make to the  indentures and the debt
securities:

    Changes Requiring Your Approval.  First, there are changes we cannot make to
your debt securities without your specific approval.  The following is a list of
those types of changes:

     o    reduce the  principal  amount of debt  securities  whose  holders must
          consent to an amendment, supplement or waiver;

     o    reduce the  principal of or change the fixed  maturity of any security
          or change any of the redemption provisions in a manner adverse to you;

     o    reduce the rate of or change the time for  payment of  interest on any
          debt security;

     o    waive a default in the payment of principal of or premium,  if any, or
          interest on any debt security  (except a rescission of acceleration of
          such  debt  securities  by the  holders  of at  least  a  majority  in
          aggregate principal amount of the then outstanding debt securities and
          a waiver of the payment default that resulted from such acceleration);

     o    make any debt security payable in money other than that stated in such
          debt security;

                                      -12-

     o    make any change in the provisions of the indenture relating to waivers
          of past defaults or your right to receive  payments of principal of or
          premium, if any, or interest on the debt securities;

     o    except  under  certain  circumstances   described  in  the  applicable
          prospectus supplement,  waive a redemption payment with respect to any
          debt security;

     o    if the debt securities are guaranteed,  other than as described in the
          applicable  prospectus  supplement,  release  any  guarantor  from its
          obligations under its subsidiary  guarantee,  or change any subsidiary
          guarantee in any manner that would materially adversely affect you; or

     o    make any change in the foregoing amendment and waiver provisions.

    Changes Requiring a Majority Vote. The second type of change to an indenture
and the debt  securities is the kind that requires a vote in favor by holders of
a majority of the principal  amount of the particular  series of debt securities
affected.  Most changes fall into this category,  except for clarifying  changes
and certain other changes that would not materially  adversely affect holders of
the debt  securities.  We  require  the same  vote to  obtain a waiver of a past
default.  However,  we cannot obtain a waiver of a payment  default or any other
aspect of an indenture or the debt securities listed under "--Changes  Requiring
Your Approval" unless we obtain your individual consent to the waiver.

    Changes Not  Requiring  Approval.  The third type of change does not require
any vote by holders of debt securities.  This type is limited to  clarifications
and certain other changes that would not materially  adversely affect holders of
the debt securities.

    Further  Details  Concerning  Voting.  Debt  securities  are not  considered
outstanding,  and therefore  not eligible to vote,  if we have  deposited or set
aside in trust for you money for their  payment or redemption or if we or one of
our affiliates own them.  Debt  securities are also not eligible to vote if they
have been fully  defeased as  described  immediately  below under  "--Discharge,
Defeasance  and  Covenant  Defeasance--Full   Defeasance."  For  original  issue
discount  securities,  we will use the  principal  amount  that would be due and
payable  on  the  voting  date  if the  maturity  of the  debt  securities  were
accelerated to that date because of a default.

Defeasance and Covenant Defeasance

    Full  Defeasance.  We can,  under  particular  circumstances,  effect a full
defeasance  of your  series of debt  securities.  By this we mean we can legally
release  ourselves from any payment or other  obligations on the debt securities
if we deliver certain  certificates and opinions to the trustee and put in place
the following arrangements to repay you:

     o    We must deposit in trust for your benefit and the benefit of all other
          direct holders of the debt  securities a combination of money and U.S.
          government or U.S. government agency notes or bonds that will generate
          enough cash to make interest,  principal and any other payments on the
          debt securities on their various due dates. If the debt securities are
          denominated  in a  foreign  currency,  then  we  may  deposit  foreign
          government notes or bonds.

     o    The  current  federal tax law must be changed or an IRS ruling must be
          issued permitting the above deposit without causing you to be taxed on
          the  debt  securities  any  differently  than if we did not  make  the
          deposit and just repaid the debt securities  ourselves.  Under current
          federal  tax law,  the  deposit  and our legal  release  from the debt
          securities  would  be  treated  as  though  we  took  back  your  debt
          securities  and  gave you  your  share of the cash and  notes or bonds
          deposited in trust. In that event, you could recognize gain or loss on
          the debt securities you give back to us.

     o    We must deliver to the trustee a legal opinion  confirming the tax law
          change described above.

     o    No default  shall be in effect on the date of deposit  or,  insofar as
          bankruptcy and insolvency  defaults are concerned,  at any time in the
          period  ending on the 91st day after the date of deposit  (or  greater
          period of

                                      -13-


          time in which any such  deposit of trust  funds may remain  subject to
          bankruptcy law insofar as those apply to the deposit by us).

     o    The full  defeasance  must not result in a breach or violation  of, or
          constitute  a default  under,  any material  agreement  or  instrument
          (other than the  applicable  indenture)  to which we are a party or by
          which we are bound.

     o    We must  deliver  to the  trustee  an opinion of counsel to the effect
          that after the 91st day  following  the deposit,  the trust funds will
          not be subject to the effect of any applicable bankruptcy, insolvency,
          reorganization  or similar laws affecting  creditors' rights generally
          and various other opinions of counsel and officers' certificates.

    If we did accomplish a full defeasance, you would have to rely solely on the
trust deposit for repayment on the debt securities. You could not look to us for
repayment in the  unlikely  event of any  shortfall.  The trust  deposit  would,
however, most likely be protected from claims of our lenders and other creditors
if we ever became  bankrupt or  insolvent.  You would also be released  from any
subordination provisions.

    Notwithstanding  the foregoing,  the following rights and obligations  shall
survive full defeasance:

     o    your rights to receive payments from the trust when payments are due;

     o    our obligations  relating to  registration  and transfer of securities
          and lost or mutilated certificates;

     o    our  obligations  to maintain a payment  office and to hold moneys for
          payment in trust;

     o    the rights,  powers, trusts, duties and immunities of the trustee, and
          our obligations in connection therewith; and

     o    the provisions of the indenture relating to defeasance.

    Covenant  Defeasance.  Under  current  federal tax law, we can make the same
type of deposit  described  above and be released  from some of the  restrictive
covenants in the debt securities.  This is called "covenant defeasance." In that
event,  you would lose the protection of those  restrictive  covenants but would
gain the  protection of having money and  securities set aside in trust to repay
the debt securities and you would be released from any subordination provisions.
In order to achieve covenant  defeasance,  we must do certain things,  including
the following:

     o    we must deposit in trust for your benefit and the benefit of all other
          direct holders of the debt  securities a combination of money and U.S.
          government or U.S.  government  agency notes or bonds (or, in the case
          of  debt  securities  denominated  in  a  foreign  currency,   foreign
          government  notes or bonds)  that will  generate  enough  cash to make
          interest,  principal and any other payments on the debt  securities on
          their various due dates;

     o    we must deliver to the trustee a legal opinion  confirming  that under
          current  federal tax law we may make the above deposit without causing
          you to be taxed on the debt securities any differently  than if we did
          not make the deposit and just repaid the debt securities ourselves;

     o    no default  shall be in effect on the date of deposit  or,  insofar as
          bankruptcy and insolvency  defaults are concerned,  at any time in the
          period  ending on the 91st day after the date of deposit  (or  greater
          period of time in which any such  deposit  of trust  funds may  remain
          subject to  bankruptcy  law  insofar as those  apply to the deposit by
          us);

     o    the covenant  defeasance  must not result in a breach or violation of,
          or constitute a default  under,  any material  agreement or instrument
          (other than the  applicable  indenture)  to which we are a party or by
          which we are bound; and

                                      -14-


     o    we must  deliver  to the  trustee  an opinion of counsel to the effect
          that after the 91st day  following  the deposit,  the trust funds will
          not be subject to the effect of any applicable bankruptcy, insolvency,
          reorganization  or similar laws affecting  creditors' rights generally
          and various other opinions of counsel and officers' certificates.

    If we  accomplish  covenant  defeasance,  we will be released  from  certain
covenants that we will describe in the applicable prospectus  supplement.  If we
accomplish  covenant  defeasance,  you can still look to us for repayment of the
debt  securities  if a shortfall in the trust  deposit  occurred.  If one of the
remaining events of default occurs,  for example,  our bankruptcy,  and the debt
securities  become  immediately  due  and  payable,  there  may be a  shortfall.
Depending  on the  event  causing  the  default,  you may not be able to  obtain
payment of the shortfall.

Subordination

    We will set  forth in the  applicable  prospectus  supplement  the terms and
conditions,  if any, upon which any series of senior subordinated  securities or
subordinated  securities is subordinated to debt securities of another series or
to other indebtedness of ours. The terms will include a description of:

     o    the indebtedness ranking senior to the debt securities being offered;

     o    the  restrictions,  if any,  on  payments  to the  holders of the debt
          securities  being  offered  while a default with respect to the senior
          indebtedness is continuing;

     o    the  restrictions,  if any,  on  payments  to the  holders of the debt
          securities being offered following an event of default; and

     o    provisions  requiring  holders of the debt securities being offered to
          remit some payments to holders of senior indebtedness.

Conversion Rights

    The  terms and  conditions,  if any,  upon  which  the debt  securities  are
convertible  into shares of our common or  preferred  stock will be set forth in
the prospectus  supplement relating thereto. Such terms will include whether the
debt  securities are convertible  into shares of our common or preferred  stock,
the conversion price (or manner of calculation thereof),  the conversion period,
provisions as to whether  conversion  will be at the option of the holders,  the
events requiring an adjustment of the conversion price and provisions  affecting
conversion  in the  event of the  redemption  of such  debt  securities  and any
restrictions on conversion.

Global Securities

    If so set forth in the applicable  prospectus  supplement,  we may issue the
debt  securities  of a series,  in whole or in part,  in the form of one or more
global  securities  that will be deposited  with a depositary  identified in the
prospectus  supplement.  We may issue global  securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of the
depositary  arrangement  with respect to any series of debt  securities  will be
described in the prospectus supplement.

                        DESCRIPTION OF OUR CAPITAL STOCK

    The  description  below  summarizes the more important  terms of our capital
stock.  We  have  previously  filed  with  the SEC  copies  of our  articles  of
incorporation and bylaws, as amended. See "Where You Can Find More Information."
You should refer to those documents for the complete terms of our capital stock.
This summary is subject to and qualified by reference to the  description of the
particular  terms of your  securities  described  in the  applicable  prospectus
supplement.

                                      -15-


General

    Our authorized capital stock consists of 150,000,000 shares of common stock,
par value $.01 per share,  and 10,000,000  shares of preferred  stock, par value
$.01 per share.

Preferred Stock

    We are authorized to issue up to 10,000,000 shares of preferred stock, $0.01
par value per share.

    This section  describes  the general  terms and  provisions of our preferred
stock that we may offer from time to time. The applicable  prospectus supplement
will  describe  the  specific  terms of the shares of  preferred  stock  offered
through that  prospectus  supplement.  We will file a copy of the statement with
respect to shares that contains the terms of each new series of preferred  stock
with the SEC each  time we issue a new  series  of  preferred  stock,  and these
statements  with respect to shares will be  incorporated  by reference  into the
registration  statement of which this  prospectus is a part. Each statement with
respect to shares will  establish the number of shares  included in a designated
series and fix the designation,  powers,  privileges,  preferences and rights of
the shares of each series as well as any applicable qualifications,  limitations
or restrictions.  A holder of our preferred stock should refer to the applicable
statement  with  respect  to  shares,  our  articles  of  incorporation  and the
applicable prospectus supplement for more specific information.

    Our board of directors has been authorized,  subject to limitations provided
in our articles of  incorporation,  to provide for the issuance of shares of our
preferred  stock in  multiple  series.  No  shares  of our  preferred  stock are
currently outstanding.

    With respect to each series of our preferred  stock,  our board of directors
has the authority to fix the following terms:

     o    the designation of the series;

     o    the number of shares within the series;

     o    whether  dividends are cumulative  and, if cumulative,  the dates from
          which dividends are cumulative;

     o    the rate of any  dividends,  any conditions  upon which  dividends are
          payable, and the dates of payment of dividends;

     o    whether the shares are redeemable,  the redemption price and the terms
          of redemption;

     o    the  amount  payable  to a  holder  for  each  share  owned  if we are
          dissolved or liquidated;

     o    whether the shares are convertible or exchangeable,  the price or rate
          of exchange, and the applicable terms and conditions;

     o    any restrictions on issuance of shares in the same series or any other
          series; and

     o    your voting rights for the shares you own.

    Holders of our preferred stock will not have preemptive  rights with respect
to shares of our preferred stock. In addition,  rights with respect to shares of
our preferred stock will be subordinate to the rights of our general  creditors.
If we receive the  appropriate  payment,  shares of our preferred  stock that we
issue will be fully paid and nonassessable.

    As described under  "Description  of Our Depositary  Shares," we may, at our
option, elect to offer depositary shares evidenced by depositary receipts. If we
elect to do this, each depositary  receipt will represent a fractional

                                      -16-


interest in a share of the particular  series of the preferred  stock issued and
deposited with a depositary.  The applicable  prospectus supplement will specify
that fractional interest.

    We currently plan to retain  EquiServe Trust Company,  N.A. as the registrar
and transfer agent of any series of our preferred stock.

Common Stock

    Voting Rights. Holders of common stock are entitled to one vote per share on
each matter to be decided by our shareholders,  subject to the rights of holders
of any  series of  preferred  stock that may be  outstanding  from time to time.
Pursuant to our articles of incorporation, there are no cumulative voting rights
in the election of directors.  Accordingly,  the holders of a majority of common
stock  entitled  to vote in any  election  of  directors  may  elect  all of the
directors standing for election.

    Dividend Rights and Limitations. Holders of common stock will be entitled to
receive ratably any dividends or  distributions  that our board of directors may
declare from time to time out of funds legally available for this purpose.

    Dividends  and other  distributions  on common stock are also subject to the
rights of holders of any series of preferred stock that may be outstanding  from
time to time and to the restrictions in our credit agreement and indentures. See
"--Preferred Stock."

    Liquidation  Rights. In the event of liquidation,  dissolution or winding up
of our affairs,  after  payment or provision for payment of all of our debts and
obligations and any preferential distributions to holders of shares of preferred
stock, if any, the holders of the common stock will be entitled to share ratably
in our remaining assets available for distribution.

    Miscellaneous.  All  outstanding  shares of common stock are validly issued,
fully  paid and  nonassessable.  Our board of  directors  has the power to issue
shares of  authorized  but unissued  common stock  without  further  shareholder
action.  The issuance of these unissued shares could have the effect of diluting
the earnings per share and book value per share of currently  outstanding shares
of common stock.  The holders of common stock have no preemptive,  subscription,
redemption or conversion rights.

    Reference is made to the applicable  prospectus  supplement  relating to the
common  stock  offered  by  that  prospectus   supplement  for  specific  terms,
including:

     o    amount and number of shares offered;

     o    the initial offering price, if any, and market price; and

     o    information with respect to dividends.

    Transfer  Agent and  Registrar.  The transfer  agent and  registrar  for our
common  stock is EquiServe  Trust  Company,  N.A.,  150 Royall  Street,  Canton,
Massachusetts 02021. Its telephone number is (781) 575-2000.

                      DESCRIPTION OF OUR DEPOSITARY SHARES

General

    The description shown below, and in any applicable prospectus supplement, of
certain  provisions of any deposit  agreement and of the  depositary  shares and
depositary  receipts  representing  depositary  shares  does not  purport  to be
complete  and is subject to and  qualified  in its  entirety by reference to the
forms of deposit  agreement and depositary  receipts relating to each applicable
series of preferred  stock.  The deposit  agreement and the depositary  receipts
contain the full legal text of the matters  described in this  section.  We will
file a copy of  those  documents  with  the  SEC at or  before  the  time of the
offering of the  applicable  series of  preferred  stock.  This  summary also is
subject to

                                      -17-


and qualified by reference to the  description of the  particular  terms of your
series of depositary shares described in the applicable prospectus supplement.

    We may,  at our  option,  elect  to  offer  depositary  shares  representing
fractional  interests  in shares  of  preferred  stock,  rather  than  shares of
preferred  stock.  If we exercise  this option,  we will appoint a depositary to
issue depositary  receipts  representing those fractional  interests.  Preferred
stock of each series  represented by depositary shares will be deposited under a
separate  deposit  agreement  between  us and  the  depositary.  The  prospectus
supplement  relating to a series of depositary shares will disclose the name and
address  of the  depositary.  Subject  to the  terms of the  applicable  deposit
agreement,  each  holder of  depositary  shares  will be  entitled to all of the
distribution,  voting, conversion,  redemption, liquidation and other rights and
preferences of the preferred stock represented by those depositary shares.

    Depositary receipts issued pursuant to the applicable deposit agreement will
evidence ownership of depositary shares.  Upon surrender of depositary  receipts
at the office of the depositary, and upon payment of the charges provided in and
subject to the terms of the deposit  agreement,  a holder of  depositary  shares
will be  entitled  to  receive  the shares of  preferred  stock  underlying  the
surrendered depositary receipts.

Distributions

    A depositary will be required to distribute all cash distributions  received
in respect of the applicable preferred stock to the record holders of depositary
shares in proportion  to the number of depositary  shares held by the holders on
the relevant record date,  which will be the same as the record date fixed by us
for the applicable series of preferred stock.  Fractions will be rounded down to
the nearest whole cent.

    If the  distribution is other than in cash, a depositary will be required to
distribute  property  received by it to the record holders of depositary  shares
entitled  thereto,  in proportion,  as nearly as  practicable,  to the number of
depositary shares owned by those holders on the relevant record date, unless the
depositary determines that it is not feasible to make the distribution.  In that
case,  the depositary  may, with our approval,  sell the property and distribute
the net proceeds from the sale to the holders.

    Depositary shares that represent preferred stock converted or exchanged will
not be  entitled  to  distributions.  The deposit  agreement  will also  contain
provisions relating to the manner in which any subscription or similar rights we
offer to holders of the  preferred  stock will be made  available  to holders of
depositary  shares.  All distributions will be subject to obligations of holders
to file proofs,  certificates  and other  information and to pay certain charges
and expenses to the depositary.

Withdrawal of Preferred Stock

    Holders of  depositary  shares may receive the number of whole shares of the
applicable series of preferred stock and any money or other property represented
by those depositary  shares after  surrendering  the depositary  receipts at the
corporate trust office of the depositary and paying the charges  provided in the
depositary  agreement.  Partial shares of preferred stock will not be issued. If
the depositary receipts that a holder surrenders evidence a number of depositary
shares in excess of the number of depositary  shares  representing the number of
whole  shares  of  preferred  stock the  holder  wishes  to  withdraw,  then the
depositary will deliver to the holder at the same time a new depositary  receipt
evidencing the excess number of depositary  shares.  Once a holder has withdrawn
the  holder's  preferred  stock,  the holder will not be entitled to  re-deposit
those shares of preferred stock under the deposit  agreement in order to receive
depositary shares. We do not expect that there will be any public trading market
for withdrawn shares of preferred stock.

Redemption of Depositary Shares

    If we redeem a series  of the  preferred  stock  underlying  the  depositary
shares,  the depositary will redeem those  depositary  shares  representing  the
preferred stock so redeemed from the proceeds  received by it in connection with
the  redemption.  The depositary will mail notice of redemption not less than 30
and not more than 60 days  before  the date fixed for  redemption  to the record
holders of the depositary  shares we are redeeming at their addresses

                                      -18-


appearing in the  depositary's  books. The redemption price per depositary share
will be equal to the  applicable  fraction  of the  redemption  price  per share
payable with respect to the series of the preferred  stock.  The redemption date
for depositary shares will be the same as that of the preferred stock. If we are
redeeming less than all of the depositary shares, the depositary will select the
depositary  shares we are  redeeming  by lot or pro rata as the  depositary  may
determine.

    After the date  fixed for  redemption,  the  depositary  shares  called  for
redemption  will no longer be deemed  outstanding.  All rights of the holders of
the  depositary  shares and the related  depositary  receipts will cease at that
time,  except  the right to  receive  the money or other  property  to which the
holders of depositary shares were entitled upon redemption. Receipt of the money
or other  property is subject to surrender to the  depositary of the  depositary
receipts evidencing the redeemed depositary shares.

Voting of the Preferred Stock

    Upon  receipt  of notice of any  meeting at which the  holders of  preferred
stock  represented by depositary  shares are entitled to vote, a depositary will
be required to mail the  information  contained  in the notice of meeting to the
record  holders of the  applicable  depositary  shares.  Each  record  holder of
depositary  shares on the record date, which will be the same date as the record
date for the preferred stock,  will be entitled to instruct the depositary as to
the exercise of the voting rights  pertaining  to the amount of preferred  stock
represented  by the holder's  depositary  shares.  The  depositary  will try, as
practical,  to vote the depositary  shares as instructed by the record holder of
depositary  shares.  We will  agree  to take  all  reasonable  action  that  the
depositary deems necessary in order to enable it to do so. If a record holder of
depositary  shares does not  instruct  the  depositary  how to vote the holder's
depositary shares, the depositary will abstain from voting those shares.

Liquidation Preference

    Upon our  liquidation,  whether  voluntary  or  involuntary,  each holder of
depositary shares will be entitled to the fraction of the liquidation preference
accorded each share of preferred stock represented by the depositary  shares, as
shown in the applicable prospectus supplement.

Conversion or Exchange of Preferred Stock

    The  depositary   shares  will  not   themselves  be  convertible   into  or
exchangeable for common stock, preferred stock or any of our other securities or
property. Nevertheless, if so specified in the applicable prospectus supplement,
the  depositary  receipts  may be  surrendered  by  holders  to  the  applicable
depositary with written instructions to it to instruct us to cause conversion of
the preferred  stock  represented by the  depositary  shares.  Similarly,  if so
specified in the applicable  prospectus  supplement,  we may require  holders of
depositary  shares  to  surrender  all  of  their  depositary  receipts  to  the
applicable  depositary  upon our  requiring  the  conversion  or exchange of the
preferred stock  represented by the depositary  shares into a different class of
our  securities.  We will agree that,  upon receipt of the  instruction  and any
amounts payable in connection with the conversion or exchange, we will cause the
conversion or exchange using the same  procedures as those provided for delivery
of  preferred  stock to  effect  the  conversion  or  exchange.  If a holder  of
depositary  shares  is  converting  only a part of the  depositary  shares,  the
depositary  will issue the holder a new depositary  receipt for any  unconverted
depositary shares.

Taxation

    A holder of depositary  shares will be treated for U.S.  federal  income tax
purposes as if it were a holder of the series of preferred stock  represented by
the  depositary  shares.  Therefore,  the holder of  depositary  shares  will be
required to take into account for U.S.  federal  income tax purposes  income and
deductions  to which it would be entitled if it were a holder of the  underlying
series of preferred stock. In addition:

     o    no  gain or loss  will be  recognized  for  U.S.  federal  income  tax
          purposes  upon the  withdrawal  of  preferred  stock in  exchange  for
          depositary shares provided in the deposit agreement;

                                      -19-


     o    the tax basis of each share of  preferred  stock issued to a holder as
          exchanging owner of depositary shares will, upon exchange, be the same
          as the aggregate tax basis of the depositary  shares exchanged for the
          preferred stock; and

     o    if a holder held the depositary  shares as a capital asset at the time
          of the exchange for preferred  stock, the holding period for shares of
          the  preferred  stock will include the period  during which the holder
          owned the depositary shares.

Amendment and Termination of a Deposit Agreement

    We and the  applicable  depositary  are  permitted  to amend the form of the
depositary  receipt and the provisions of the deposit  agreement.  However,  the
holders  of at  least  a  majority  of the  applicable  depositary  shares  then
outstanding must approve any amendment that adds or increases fees or materially
and  adversely  alters the rights of  holders.  Every  holder of an  outstanding
depositary receipt at the time any amendment becomes effective, by continuing to
hold the receipt, will be bound by the applicable deposit agreement, as amended.

    Any deposit  agreement  may be  terminated by us upon not less than 30 days'
prior written notice to the  applicable  depositary if a majority of each series
of preferred stock affected by the termination consents to the termination. When
that event occurs,  the depositary will be required to deliver or make available
to each holder of depositary shares,  upon surrender of the depositary  receipts
held by the holder,  the number of whole or fractional shares of preferred stock
as are  represented  by  the  depositary  shares  evidenced  by  the  depositary
receipts,  together with any other property held by the depositary  with respect
to the depositary  shares. In addition,  a deposit agreement will  automatically
terminate if:

     o    all outstanding depositary shares have been redeemed;

     o    there shall have been a final  distribution  in respect of the related
          preferred   stock  in  connection   with  our   liquidation   and  the
          distribution  has been  made to the  holders  of  depositary  receipts
          evidencing the depositary shares underlying the preferred stock; or

     o    each  of the  shares  of  related  preferred  stock  shall  have  been
          converted or exchanged into  securities not  represented by depositary
          shares.

Charges of a Depositary

    We will pay all transfer and other taxes and  governmental  charges  arising
solely from the existence of a deposit agreement.  In addition,  we will pay the
fees and expenses of a depositary in connection  with the initial deposit of the
preferred stock and any redemption of the preferred stock.  However,  holders of
depositary shares will pay any transfer taxes or other governmental  charges and
the fees and expenses of a  depositary,  including a fee for the  withdrawal  of
shares  of  preferred  stock  upon  surrender  of  depositary  receipts,  as are
expressly provided in the deposit agreement to be for their accounts.

Resignation and Removal of Depositary

    A  depositary  may  resign  at any time by  delivering  to us  notice of its
election  to do so. In  addition,  we may at any time remove a  depositary.  Any
resignation  or removal will take effect when we appoint a successor  depositary
and it accepts the appointment. We must appoint a successor depositary within 60
days after delivery of the notice of resignation or removal.  A depositary  must
be a bank or trust company having its principal office in the United States that
has a combined capital and surplus of at least $50 million.

                                      -20-


Miscellaneous

    A depositary will be required to forward to holders of depositary shares any
reports and communications  that it receives from us with respect to the related
preferred  stock.  Holders of  depository  shares  will be able to  inspect  the
transfer books of the  depository  and the list of holders of depositary  shares
upon reasonable notice.

    Neither  we nor a  depositary  will be liable if either of us are  prevented
from, or delayed in performing,  by law or any circumstances beyond our control,
our  obligations  under a deposit  agreement.  Our  obligations and those of the
depositary under a deposit agreement will be limited to performing our duties in
good faith and without gross  negligence or willful  misconduct.  Neither we nor
any depositary will be obligated to prosecute or defend any legal  proceeding in
respect of any depositary receipts, depositary shares or related preferred stock
unless  satisfactory  indemnity is  furnished.  We and each  depositary  will be
permitted to rely on written  advice of counsel or  accountants,  on information
provided  by  persons  presenting  preferred  stock for  deposit,  by holders of
depositary shares, or by other persons believed in good faith to be competent to
give the information,  and on documents believed in good faith to be genuine and
signed by a proper party.

    If a depositary receives  conflicting claims,  requests or instructions from
any holders of depositary  shares,  on the one hand,  and us, on the other hand,
the depositary shall be entitled to act on the claims,  requests or instructions
received from us.

                           DESCRIPTION OF OUR WARRANTS

    This section  describes the general terms and  provisions of our warrants to
acquire  our  securities  that we may issue  from time to time.  The  applicable
prospectus  supplement will describe the specific terms of the warrants  offered
through that prospectus supplement.

    We  may  issue,   together  with  any  other  securities  being  offered  or
separately,  warrants entitling the holder to purchase from or sell to us, or to
receive  from us the cash  value  of the  right to  purchase  or sell,  our debt
securities, preferred stock, depositary shares or common stock. We and a warrant
agent will enter a warrant  agreement  pursuant  to which the  warrants  will be
issued.  The warrant agent will act solely as our agent in  connection  with the
warrants and will not assume any obligation or  relationship  of agency or trust
for or with any holders or beneficial owners of warrants. We will file a copy of
the warrants and the warrant agreement with the SEC at or before the time of the
offering of the applicable  series of warrants.  A holder of our warrants should
refer to the  provisions of the  applicable  warrant  agreement  and  prospectus
supplement for more specific information.

    In the case of each series of warrants, the applicable prospectus supplement
will describe the terms of the warrants being offered thereby. These include the
following, if applicable:

     o    the offering price;

     o    the number of warrants offered;

     o    the securities underlying the warrants;

     o    the exercise  price,  the amount of  securities  you will receive upon
          exercise,   the  procedure  for  exercise  of  the  warrants  and  the
          circumstances,   if  any,   that  will  cause  the   warrants   to  be
          automatically exercised;

     o    the rights, if any, we have to redeem the warrants;

     o    the date on which the warrants will expire;

     o    U.S. federal income tax consequences;

     o    the name of the warrant agent; and

                                      -21-


     o    any other terms of the warrants.

    Warrants may be exercised at the appropriate  office of the warrant agent or
any other office indicated in the applicable prospectus  supplement.  Before the
exercise of warrants,  holders will not have any of the rights of holders of the
securities  purchasable  upon exercise and will not be entitled to payments made
to holders of those securities.

    The warrant agreements may be amended or supplemented without the consent of
the holders of the  warrants to which it applies to effect  changes that are not
inconsistent  with the provisions of the warrants and that do not materially and
adversely  affect the  interests of the holders of the  warrants.  However,  any
amendment  that  materially  and  adversely  alters the rights of the holders of
warrants will not be effective  unless the holders of at least a majority of the
applicable warrants then outstanding  approve the amendment.  Every holder of an
outstanding  warrant at the time any amendment becomes effective,  by continuing
to hold the  warrant,  will be  bound by the  applicable  warrant  agreement  as
amended. The prospectus supplement applicable to a particular series of warrants
may provide that certain  provisions of the warrants,  including the  securities
for which they may be exercisable,  the exercise price and the expiration  date,
may not be altered without the consent of the holder of each warrant.

                   DESCRIPTION OF THE STOCK PURCHASE CONTRACTS
                          AND THE STOCK PURCHASE UNITS

    We may issue  contracts  obligating  holders to purchase  from us, and us to
sell to the  holders,  a specified  number of shares of common stock at a future
date or dates, which we refer to herein as "stock purchase contracts." The price
per share of common  stock and the number of shares of common stock may be fixed
at the time the stock  purchase  contracts  are issued or may be  determined  by
reference to a specific formula set forth in the stock purchase  contracts.  The
stock purchase contracts may be issued separately or as part of units consisting
of a stock purchase contract and debt securities,  trust preferred securities or
debt obligations of third parties,  including U.S.  treasury  securities,  which
secure the  holders'  obligations  to purchase  the common stock under the stock
purchase  contracts.  We refer to these units herein as "stock purchase  units."
The stock  purchase  contracts may require  holders to secure their  obligations
thereunder in a specified manner.  The stock purchase contracts also may require
us to make periodic  payments to the holders of the stock purchase units or vice
versa, and such payments may be unsecured or refunded on some basis.

    The applicable  prospectus  supplement  will describe the terms of the stock
purchase  contracts or stock purchase  units.  The description in the applicable
prospectus  supplement will not  necessarily be complete,  and reference will be
made  to the  stock  purchase  contracts,  and,  if  applicable,  collateral  or
depositary  arrangements,  relating  to the stock  purchase  contracts  or stock
purchase units.  Material U.S. federal income tax  considerations  applicable to
the stock purchase units and the stock purchase contracts will also be discussed
in the applicable prospectus supplement.

                  DESCRIPTION OF THE TRUST PREFERRED SECURITIES

    If and  when  IM  Capital  Trust  issues  trust  preferred  securities,  its
declaration of trust will be replaced by an amended and restated  declaration of
trust which will  authorize its trustees to issue one series of trust  preferred
securities  and one series of trust common  securities.  The form of amended and
restated  declaration  of  trust  is filed  with  the SEC as an  exhibit  to the
registration statement of which this prospectus is a part.

    The terms of the trust preferred  securities will include those stated in IM
Capital  Trust's  declaration  of trust,  as it may be amended and restated from
time to time, and those made a part of that  declaration by the Trust  Indenture
Act of 1939.  This section  describes  the general  terms and  provisions  of IM
Capital  Trust's  amended  and  restated  declaration  of  trust  and the  trust
securities  IM  Capital  Trust  may  offer  from  time to time.  The  applicable
prospectus  supplement  will  describe  the  specific  terms of the  amended and
restated declaration of trust and the trust preferred securities offered through
that prospectus supplement.  Any final amended and restated declaration of trust
will  be  filed  with  the  SEC  if IM  Capital  Trust  issues  trust  preferred
securities.  A holder of trust preferred  securities  should read the applicable
prospectus supplement and the amended and restated declaration of trust for more
specific information.

                                      -22-


    The prospectus  supplement relating to the trust preferred  securities being
offered will include  specific terms relating to the offering.  These terms will
include some or all of the following:

     o    the designation of the trust preferred securities;

     o    the number of trust preferred securities to be issued;

     o    the  annual   distribution   rate  and  any   conditions   upon  which
          distributions are payable,  the distribution payment dates, the record
          dates for distribution  payments and the additional  amounts,  if any,
          that may be payable with respect to the trust preferred securities;

     o    whether  distributions  will be cumulative and compounding and, if so,
          the dates from which distributions will be cumulative or compounded;

     o    the amounts  that will be paid out of the assets of IM Capital  Trust,
          after the  satisfaction  of  liabilities  to  creditors  of IM Capital
          Trust, to the holders of trust preferred  securities upon dissolution,
          winding up or termination of IM Capital Trust;

     o    any repurchase, redemption or exchange provisions;

     o    any preference or  subordination  rights upon a default or liquidation
          of IM Capital Trust;

     o    any voting  rights of the trust  preferred  securities  in addition to
          those  required  by law,  including  the  number  of votes  per  trust
          preferred security and any requirement for the approval by the holders
          of trust preferred securities, as a condition to a specified action or
          amendments to the declaration of trust;

     o    terms for any conversion or exchange of the related series of our debt
          securities or the trust preferred securities into other securities;

     o    any rights to defer distributions on the trust preferred securities by
          extending  the interest  payment  period on the related  series of our
          debt securities;

     o    any terms and  conditions  upon which the  related  series of our debt
          securities  may  be   distributed   to  holders  of  trust   preferred
          securities; and

     o    any other relevant terms, rights, preferences, privileges, limitations
          or restrictions of the trust preferred securities.

    The  regular  trustee,  on behalf of IM Capital  Trust and  pursuant  to the
declaration of trust, will issue one class of trust preferred securities and one
class  of  trust  common  securities.  The  trust  preferred  and  trust  common
securities will represent undivided beneficial ownership interests in the assets
of  IM  Capital  Trust.  Except  as  described  in  the  applicable   prospectus
supplement,  the trust preferred securities will rank equally, and payments will
be made thereon  proportionately,  with the trust common  securities.  The trust
preferred  securities  will be  issued  to the  public  under  the  registration
statement of which this  prospectus is a part. The trust common  securities will
be issued directly or indirectly to us.

    The only source of cash to make payments on the trust  preferred  securities
issuable  by IM Capital  Trust will be payments  on debt  securities  IM Capital
Trust  purchases  from us. The  property  trustee of IM Capital  Trust will hold
legal title to the debt  securities IM Capital Trust  purchases in trust for the
benefit of the holders of its trust preferred securities. If IM Capital Trust is
dissolved,  after  satisfaction  of IM Capital Trust's  creditors,  the property
trustee may  distribute  the debt  securities  held in trust on a  proportionate
basis to the holders of trust preferred and trust common securities.

                                      -23-

    We will execute a guarantee  agreement for the benefit of the holders of the
trust preferred securities.  The terms of our guarantee will be set forth in the
applicable   prospectus   supplement  and  are  summarized   under  the  caption
"Description of the Trust Preferred Securities  Guarantee" included elsewhere in
this prospectus.  The guarantee will not guarantee the payment of distributions,
as defined  below,  or any amounts  payable on redemption or  liquidation of the
trust  preferred  securities when IM Capital Trust does not have funds available
to make these payments.

    In the  applicable  prospectus  supplement  we will  also  describe  certain
material  U.S.  federal  income  tax  consequences  and  special  considerations
applicable to the trust preferred securities.

             DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE

    If and when IM Capital  Trust issues  trust  preferred  securities,  we will
fully and unconditionally  guarantee payments on the trust preferred  securities
as described in this  section,  any  applicable  prospectus  supplement  and the
guarantee  executed by us in connection with the issuance of the trust preferred
securities.  The Bank of New York, as guarantee trustee, will hold the guarantee
for the benefit of the holders of trust preferred securities.

    This  section  describes  the  general  terms  and  provisions  of our trust
preferred  securities  guarantee.  The  applicable  prospectus  supplement  will
describe the specific terms of the trust  preferred  securities  guarantee.  The
form of trust guarantee is filed with the SEC as an exhibit to the  registration
statement of which this  prospectus is a part. We will file with the SEC a final
guarantee if IM Capital  Trust issues trust  preferred  securities.  A holder of
trust preferred securities should refer to the applicable  prospectus supplement
and to the  full  text  of our  guarantee  and  those  terms  made a part of the
guarantee by the Trust Indenture Act of 1939 for more specific information.

    We will irrevocably and  unconditionally  agree to pay in full to holders of
trust  preferred  securities the following  amounts to the extent not paid by IM
Capital Trust:

     o    any accumulated and unpaid  distributions  and any additional  amounts
          with  respect to the trust  preferred  securities  and any  redemption
          price for trust  preferred  securities  called  for  redemption  by IM
          Capital  Trust,  if and to the extent that we have made  corresponding
          payments on the debt securities to the property  trustee of IM Capital
          Trust; and

     o    payments upon the  dissolution of IM Capital Trust equal to the lesser
          of:

          (1)  the   liquidation   amount  plus  all   accumulated   and  unpaid
               distributions  and  additional  amounts  on the  trust  preferred
               securities  to the  extent IM  Capital  Trust  has funds  legally
               available for those payments; and

          (2)  the  amount of  assets  of IM  Capital  Trust  remaining  legally
               available  for  distribution  to the  holders of trust  preferred
               securities in liquidation of IM Capital Trust.

    We will not be required to make these liquidation payments if:

     o    IM Capital  Trust  distributes  the debt  securities to the holders of
          trust  preferred  securities  in exchange  for their  trust  preferred
          securities; or

     o    IM Capital Trust redeems the trust  preferred  securities in full upon
          the maturity or redemption of the debt securities.

    We may satisfy our  obligation to make a guarantee  payment either by making
payment  directly  to  the  holders  of  trust  preferred  securities  or to the
guarantee  trustee for  remittance to the holders or by causing IM Capital Trust
to make the payment to them.

    The  guarantee  is a guarantee  from the time of issuance of the  applicable
series of trust  preferred  securities.  THE  GUARANTEE  ONLY  COVERS,  HOWEVER,
DISTRIBUTIONS  AND OTHER  PAYMENTS ON TRUST  PREFERRED  SECURITIES IF AND TO THE
EXTENT THAT WE HAVE MADE  CORRESPONDING

                                      -24-


PAYMENTS ON THE DEBT SECURITIES TO THE APPLICABLE PROPERTY TRUSTEE. IF WE DO NOT
MAKE THOSE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES,  IM CAPITAL TRUST WILL
NOT HAVE FUNDS  AVAILABLE  FOR PAYMENTS AND WE WILL HAVE NO OBLIGATION TO MAKE A
GUARANTEE PAYMENT.

    The obligations  under the debt  securities,  the associated  indenture,  IM
Capital Trust's declaration of trust and our related guarantee,  taken together,
will provide a full and unconditional guarantee of payments of distributions and
other amounts due on the trust preferred securities.

Iron Mountain Covenants

    In the  guarantee,  we will  agree  that,  as long  as any  trust  preferred
securities  issued by IM  Capital  Trust are  outstanding,  we will not make the
payments and distributions described below if:

     o    we  are  in  default  on  our  guarantee  payments  or  other  payment
          obligations under the related guarantee;

     o    any trust  enforcement  event under IM Capital Trust's  declaration of
          trust has occurred and is continuing; or

     o    we elect to defer payments of interest on the related debt  securities
          by extending the interest payment period,  and that deferral period is
          continuing.

    In these circumstances, we will agree that we will not:

     o    declare or pay any dividends or distributions on, or redeem, purchase,
          acquire,  or make a  liquidation  payment  with respect to, any of our
          capital stock; or

     o    make any payment of  principal,  interest  or  premium,  if any, on or
          repay,  repurchase  or redeem any debt  securities  that rank  equally
          with,  or junior in interest  to, the debt  securities  we issue to IM
          Capital  Trust or make any  guarantee  payments  with  respect  to any
          guarantee  by us of  the  debt  of any of  our  subsidiaries  if  that
          guarantee  ranks  equally  with or  junior  in  interest  to the  debt
          securities we issue to IM Capital Trust.

    However, even during these circumstances, we may:

     o    purchase  or  acquire  our  capital  stock  in  connection   with  the
          satisfaction  of our obligations  under any employee  benefit plans or
          pursuant to any contract or security  outstanding  on the first day of
          any extension period requiring us to purchase our capital stock (other
          than a contract or security ranking expressly by its terms on a parity
          with or junior to the debt securities);

     o    reclassify  our  capital  stock or  exchange  or convert  one class or
          series of our capital stock for another class or series of our capital
          stock;

     o    purchase fractional  interests in shares of our capital stock pursuant
          to the  conversion or exchange  provisions of our capital stock or the
          security being converted or exchanged;

     o    declare  dividends  or  distributions  in our capital  stock where the
          dividend  stock is the same  stock as that on which  the  dividend  is
          being paid;

     o    redeem, repurchase or issue any rights pursuant to a rights agreement;
          and

     o    make  payments  under the  guarantee  related  to the trust  preferred
          securities.

    In  addition,  as long as trust  preferred  securities  issued by IM Capital
Trust are outstanding, we will agree that we will:

                                      -25-


     o    remain the sole direct or indirect owner of all the outstanding  trust
          common  securities  of IM Capital  Trust,  except as  permitted by its
          declaration of trust;

     o    permit  the  trust  common  securities  of  IM  Capital  Trust  to  be
          transferred only as permitted by its declaration of trust; and

     o    use  reasonable  efforts to cause IM Capital  Trust to  continue to be
          treated  as a grantor  trust for U.S.  federal  income  tax  purposes,
          except in connection  with a  distribution  of debt  securities to the
          holders of trust  preferred  securities as provided in its declaration
          of trust, in which case IM Capital Trust would be dissolved.

Amendments and Assignment

    We and the guarantee  trustee may amend the guarantee without the consent of
any holder of trust  preferred  securities if the  amendment  does not adversely
affect the rights of the holders in any material respect. In all other cases, we
and the guarantee  trustee may amend the guarantee  only with the prior approval
of the holders of at least a majority of outstanding trust preferred  securities
issued by IM Capital Trust.

    We may assign our obligations  under the guarantee only in connection with a
consolidation,  merger or asset sale  involving us that is  permitted  under the
indenture governing the debt securities.

Termination of the Guarantee

    Our guarantee will terminate upon:

     o    full payment of the redemption price of all trust preferred securities
          of IM Capital Trust;

     o    distribution  of the related debt  securities,  or any securities into
          which those debt  securities  are  convertible,  to the holders of the
          trust  preferred  and trust common  securities  of IM Capital Trust in
          exchange for all the securities issued by IM Capital Trust; or

     o    full  payment of the amounts  payable upon  liquidation  of IM Capital
          Trust.

    The  guarantee  will,  however,   continue  to  be  effective,  or  will  be
reinstated,  if any holder of trust preferred  securities must repay any amounts
paid on those trust preferred securities or under the guarantee.

Status of the Guarantee

    We will specify in the applicable  prospectus  supplement the ranking of the
guarantee  with respect to our capital  stock and other  liabilities,  including
other guarantees.

    The guarantee  will be deposited  with the guarantee  trustee to be held for
the  benefit of the holders of the trust  preferred  securities.  The  guarantee
trustee will have the right to enforce the guarantee on the holders' behalf.  In
most cases, the holders of a majority of outstanding trust preferred  securities
issued by IM Capital  Trust  will have the right to direct the time,  method and
place of:

     o    conducting any  proceeding for any remedy  available to the applicable
          guarantee trustee; or

     o    exercising  any trust or other  power  conferred  upon that  guarantee
          trustee under the guarantee.

    The  guarantee  will  constitute  a  guarantee  of payment and not merely of
collection.  This  means  that  the  guarantee  trustee  may  institute  a legal
proceeding  directly  against  us  to  enforce  the  payment  rights  under  the
guarantee, without first instituting a legal proceeding against IM Capital Trust
or any other person or entity.

                                      -26-


    If the guarantee trustee fails to enforce the guarantee or we fail to make a
guarantee  payment,  a holder of the trust preferred  securities may institute a
legal  proceeding  directly against us to enforce the holder's rights under that
guarantee without first instituting a legal proceeding against IM Capital Trust,
the guarantee trustee or any other person or entity.

Periodic Reports Under Guarantee

    We will be required to provide annually to the guarantee trustee a statement
as to our  performance of our obligations and our compliance with all conditions
under the guarantee.

Duties of Guarantee Trustee

    The guarantee  trustee normally will perform only those duties  specifically
set  forth  in the  guarantee.  The  guarantee  will  not  contain  any  implied
covenants.  If a default occurs on the guarantee,  the guarantee trustee will be
required to use the same degree of care and skill in the  exercise of its powers
under  the  guarantee  as a  prudent  person  would  exercise  or use  under the
circumstances  in the conduct of his own  affairs.  The  guarantee  trustee will
exercise  any of its  rights or powers  under the  guarantee  at the  request or
direction of holders of the trust  preferred  securities  only if the  guarantee
trustee is offered security and indemnity satisfactory to it.

     RELATIONSHIP AMONG THE DEBT SECURITIES, THE TRUST PREFERRED SECURITIES
                  AND THE TRUST PREFERRED SECURITIES GUARANTEE

    To the  extent  set  forth in the  guarantee  and to the  extent  funds  are
available,  we will irrevocably guarantee the payment of distributions and other
amounts due on the trust  preferred  securities.  If and to the extent we do not
make payments on the debt securities to the property  trustee,  IM Capital Trust
will not have sufficient funds to pay  distributions or other amounts due on the
trust  preferred  securities.  The  guarantee  does not  cover  any  payment  of
distributions or other amounts due on the trust preferred  securities  unless IM
Capital  Trust has  sufficient  funds for the payment of such  distributions  or
other  amounts.  In such  event,  a holder  of trust  preferred  securities  may
institute  a legal  proceeding  directly  against us to enforce  payment of such
distributions  or other amounts to such holder after the  respective  due dates.
Taken  together,  our  obligations  under the debt  securities,  the  associated
indenture,  IM Capital  Trust's  declaration of trust and our related  guarantee
will provide a full and unconditional guarantee of payments of distributions and
other amounts due on the trust preferred securities. No single document standing
alone or operating  in  conjunction  with fewer than all of the other  documents
constitutes such guarantee. It is only the combined operation of these documents
that provides a full and  unconditional  guarantee of IM Capital Trust's payment
obligations under the trust preferred securities.

Sufficiency of Payments

    As long as payments of interest  and other  amounts are made when due on the
debt  securities,  such payments will be sufficient to cover  distributions  and
payments due on the trust preferred securities because of the following factors:

     o    the aggregate principal amount of the debt securities will be equal to
          the  sum of the  aggregate  stated  liquidation  amount  of the  trust
          preferred securities;

     o    the interest rate and the interest and other payment dates on the debt
          securities will match the distribution rate and distribution and other
          payment dates for the trust preferred securities;

     o    we, as issuer of the debt  securities,  will pay, and IM Capital Trust
          will not be  obligated  to pay,  directly  or  indirectly,  any costs,
          expenses,  debts and obligations of IM Capital Trust,  other than with
          respect to the trust preferred securities; and

     o    the  declaration  of trust will further  provide that IM Capital Trust
          will  not  engage  in any  activity  that is not  consistent  with the
          limited purposes of IM Capital Trust.

                                      -27-


    Notwithstanding anything to the contrary in the indenture, we have the right
to set off any payment we are otherwise  required to make thereunder against and
to the extent we have  already  made,  or are  concurrently  on the date of such
payment making, a related payment under the guarantee.

Enforcement Rights of Holders of Preferred Securities

    The  declaration of trust provides that if we fail to make interest or other
payments  on the debt  securities  when due,  taking  account  of any  extension
period,  the holders of the trust  preferred  securities may direct the property
trustee to enforce its rights under the  applicable  indenture.  If the property
trustee  fails to enforce its rights under the  indenture in respect of an event
of  default  under the  indenture,  any  holder  of  record  of trust  preferred
securities may, to the fullest extent  permitted by applicable law,  institute a
legal proceeding  against us to enforce the property  trustee's rights under the
indenture  without first  instituting  any legal  proceeding  against IM Capital
Trust, the property trustee or any other person or entity.  Notwithstanding  the
foregoing,  if a trust enforcement event has occurred and is continuing and such
event is  attributable  to our failure to pay interest,  premium or principal on
the debt securities on the date such interest, premium or principal is otherwise
payable,  then a holder of trust  preferred  securities  may  institute a direct
action  against us for  payment of such  holder's  pro rata  share.  If a holder
brings such a direct action,  we will be entitled to that holder's  rights under
IM Capital Trust's  declaration of trust to the extent of any payment made by us
to that holder.

    If we fail to make payments under the guarantee, a holder of trust preferred
securities may institute a proceeding directly against us for enforcement of the
guarantee for such payments.

Limited Purpose of Trust

    The trust  preferred  securities  evidence  undivided  beneficial  ownership
interests in the assets of IM Capital Trust, and IM Capital Trust exists for the
sole  purpose  of issuing  and  selling  the trust  preferred  and trust  common
securities and using the proceeds to purchase our debt  securities.  A principal
difference  between the rights of a holder of trust  preferred  securities and a
holder  of our debt  securities  is that a  holder  of our  debt  securities  is
entitled to receive from us the  principal  amount of, and interest  accrued on,
the debt  securities  held,  while a holder  of trust  preferred  securities  is
entitled to receive  distributions  and other payments from IM Capital Trust, or
from us under the  guarantee,  only if, and to the extent,  IM Capital Trust has
funds available for the payment of such distributions and other payments.

Rights Upon Dissolution

    Upon any voluntary or involuntary  dissolution of IM Capital Trust involving
the  redemption  or repayment of the debt  securities,  the holders of the trust
preferred  securities  will be  entitled  to  receive,  out of assets held by IM
Capital Trust,  subject to the rights of creditors of IM Capital Trust,  if any,
the  liquidation  distribution  in cash.  Because we are the guarantor under the
guarantee and, as issuer of the debt  securities,  we have agreed to pay for all
costs,  expenses  and  liabilities  of IM  Capital  Trust  other than IM Capital
Trust's  obligations  to the  holders  of the trust  preferred  securities,  the
positions  of a  holder  of trust  preferred  securities  and a  holder  of debt
securities  relative to other creditors and to our  stockholders in the event of
liquidation or bankruptcy of us would be substantially the same.

          DESCRIPTION OF CERTAIN PROVISIONS OF PENNSYLVANIA LAW AND OUR
                      ARTICLES OF INCORPORATION AND BYLAWS

    We are organized as a Pennsylvania  corporation.  The following is a summary
of  our  articles  of  incorporation  and  by-laws  and  certain  provisions  of
Pennsylvania  law.  Because  it is a  summary,  it  does  not  contain  all  the
information  that may be  important  to you. If you want more  information,  you
should read our entire articles of incorporation and by-laws, copies of which we
have previously  filed with the SEC, see "Where You Can Find More  Information,"
or refer to the provisions of Pennsylvania law.

    Pennsylvania  law, our articles of incorporation and our bylaws contain some
provisions  that could delay or make more  difficult  the  acquisition  of us by
means of a tender  offer,  a proxy contest or otherwise.  These  provisions,

                                      -28-

as  described  below,  are  expected  to  discourage  certain  types of coercive
takeover practices and inadequate takeover bids and to encourage persons seeking
to  acquire  control  of us first to  negotiate  with us.  We  believe  that the
benefits of increased  protection of our ability to negotiate with the proponent
of an unfriendly or  unsolicited  proposal to acquire or restructure us outweigh
the  disadvantages of discouraging such proposals  because,  among other things,
negotiations  with respect to such  proposals  could result in an improvement of
their terms.

Pennsylvania Anti-Takeover Statutory Provisions

    We are subject to the anti-takeover  provisions of Section 2538 and Sections
2551-2556 of the Pennsylvania  Business Corporation Law of 1988, as amended (the
"PBCL"),  which in certain cases impose restrictions on, including providing for
supermajority  shareholder approval of, business  combinations  involving us and
any "interested  shareholder."  "Interested  shareholder" includes generally, in
the  case  of  Section  2538,  shareholders  who  are a  party  to the  business
combination or who are treated differently from other shareholders,  and, in the
case of Sections 2551-2556,  shareholders beneficially owning 20% or more of the
voting  power of a  "registered"  corporation,  such as us, or an  affiliate  or
associate  of such  corporation  which,  during  the  prior  five  year  period,
beneficially owned 20% or more of the voting power of such corporation. The term
"business  combination"  is  broadly  defined to  include  various  transactions
including mergers,  consolidations,  asset sales and other similar transactions.
The PBCL provides for further  statutory  anti-takeover  provisions  relating to
control  transactions,  control-share  acquisitions  and  disgorgement.  We have
specifically  opted  out  of  these  provisions  pursuant  to  our  articles  of
incorporation.

    The PBCL also provides that when making  decisions  concerning  takeovers or
any other matters,  the directors of a corporation  may consider,  to the extent
that they deem appropriate,  among other things, (1) the effects of any proposed
transaction upon any or all groups affected by the transaction, including, among
others, shareholders, employees, suppliers, customers, creditors and communities
in which we have offices,  (2) the  short-term  and  long-term  interests of the
corporation  and (3) the  resources,  intent and  conduct of the person  seeking
control.

Classified   Board  of  Directors  and  Other  Provisions  of  Our  Articles  of
Incorporation and Bylaws

    Our bylaws  provide that,  other than  directors to be elected by holders of
any series of preferred stock, our board of directors is to be composed of three
classes,  with staggered  three-year  terms, each class to be as nearly equal in
number  as  reasonably  possible.   Accordingly,   at  each  annual  meeting  of
shareholders, only approximately one-third of the directors will be elected. The
classification of directors has the effect of making it more difficult to change
the composition of our board of directors.

    Our bylaws  provide  that a vacancy on the board of  directors,  including a
vacancy  created by an  increase  in the size of the board of  directors  by the
directors,  may be filled by a majority of the remaining directors, or by a sole
remaining director, or by the shareholders,  and each person so elected shall be
a  director  to serve for the  balance  of the  unexpired  term of that class of
directors. Likewise, under the PBCL, without an unanimous vote, shareholders may
only remove  directors for cause.  These  provisions  are to ensure that a third
party would be precluded from removing  incumbent  directors and  simultaneously
gaining  control of the board of directors by filling the vacancies with its own
nominees.

    Certain other provisions of our articles of  incorporation  and bylaws could
also have the  effect of  preventing  or  delaying  any change in control of us,
including:

     o    the  advance  notification  procedures  imposed  on  shareholders  for
          shareholder  nominations  of candidates for the board of directors and
          for other  shareholder  business to be  conducted at annual or special
          meetings;

     o    the absence of authority for shareholders to call special  shareholder
          meetings,  except in certain  limited  circumstances  mandated  by the
          PBCL; and

     o    the  absence of  authority  for  shareholder  action by  unanimous  or
          partial written consent in lieu of an annual or special meeting.

                                      -29-


    These   provisions,   the  classified   board  of  directors  and  statutory
anti-takeover  provisions,  could make it more  difficult  for a third  party to
acquire, or discourage a third party from seeking to acquire, control of us.

Limitation of Directors' Liability and Indemnification of Directors and Officers

    As permitted by the PBCL,  our bylaws  provide that a director  shall not be
personally  liable for monetary  damages for any action taken, or any failure to
take any action,  unless the director breaches or fails to perform the duties of
his office  under the PBCL,  and the  breach or  failure to perform  constitutes
self-dealing,  willful  misconduct  or  recklessness.  These  provisions  of our
bylaws,  however,  do not apply to the responsibility or liability of a director
pursuant to any  criminal  statute,  or to the  liability  of a director for the
payment of our taxes  pursuant  to local,  Pennsylvania  or federal  law.  These
provisions offer persons who serve on the board of directors  protection against
awards of monetary damages for negligence in the performance of their duties.

    Our bylaws also  provide  that  directors  or  officers  made a party to, or
threatened  to be made a party to, or  otherwise  involved  in, any  proceeding,
because  he or she is or was a  representative  of us or is or was  serving as a
representative of another corporation or any partnership,  joint venture, trust,
employee benefit plan or other enterprise,  on our behalf,  shall be indemnified
and held  harmless by us to the fullest  extent  permitted by  Pennsylvania  law
against all expenses,  liabilities and losses reasonably  incurred by or imposed
upon him or her, in connection with any threatened, pending or completed action,
suit  or  proceeding.  Indemnification  is not  available,  however,  if a court
determines  that the act or failure to act giving rise to the claim  constitutes
willful misconduct or recklessness.

    Pursuant to our bylaws,  amending the provisions to reduce the limitation of
director's  liability or limit the right to  indemnification  requires unanimous
vote of the directors or a majority vote of the shareholders.

                              PLAN OF DISTRIBUTION

    We and IM  Capital  Trust  may sell the  offered  securities  to one or more
underwriters  for public  offering and sale by them. We and IM Capital Trust may
also sell the offered  securities to investors  directly or through  agents.  We
will name any underwriter or agent involved in the offer and sale of the offered
securities in the applicable prospectus supplement.

    The distribution of offered  securities may be effected from time to time in
one or more transactions at:

     o    a fixed price or varying prices;

     o    market prices prevailing at the time of sale;

     o    prices related to the market prices; or

     o    negotiated prices.

    Underwriters,  dealers and agents  participating  in the distribution of the
securities may be deemed to be  underwriters,  and any discounts and commissions
received by them and any profit realized by them on resale of the securities may
be deemed to be underwriting  discounts and commissions under the Securities Act
of 1933. Underwriters, dealers and agents may be entitled, under agreements with
us and/or IM Capital Trust, to indemnification  against and contribution  toward
certain civil  liabilities,  including  liabilities  under the Securities Act of
1933, and to reimbursement by us and/or IM Capital Trust for certain expenses.

    If an  underwriter  or  underwriters  are  used  in the  offer  or  sale  of
securities,  we and/or IM Capital Trust will execute an  underwriting  agreement
with the underwriters at the time of sale of the securities to the underwriters,
and the  names of the  underwriters  and the  principal  terms of our  and/or IM
Capital  Trust's  agreements  with  the  underwriters  will be  provided  in the
applicable prospectus supplement.

                                      -30-


    If we so indicate in the prospectus supplement,  we and IM Capital Trust may
authorize  agents,  underwriters or dealers to solicit offers from certain types
of institutions to purchase securities from us or IM Capital Trust at the public
offering price under delayed delivery  contracts.  These contracts would provide
for payment and delivery on a specified date in the future.  The contracts would
be subject only to those conditions described in the prospectus supplement.  The
prospectus  supplement will describe the commission  payable for solicitation of
those contracts.

    Unless otherwise specified in the related prospectus supplement, each series
of offered  securities,  other than shares of common stock,  will be a new issue
with no established  trading market. Any shares of common stock sold pursuant to
a prospectus  supplement will be listed on the New York Stock Exchange,  subject
to official  notice of issuance.  We and IM Capital  Trust may elect to list any
other  series or class of offered  securities  on an  exchange  or on the Nasdaq
National  Market,  but are not  obligated  to do so.  Any  underwriters  to whom
offered securities are sold by us for public offering and sale may make a market
in those  offered  securities.  Underwriters  will not be  obligated to make any
market,  however,  and may  discontinue  any market  making at any time  without
notice. No assurance can be given as to the liquidity of, or the trading markets
for, any offered securities.

    Certain of the  underwriters and their affiliates may engage in transactions
with and perform  services for us in the  ordinary  course of business for which
they receive compensation.

    The  specific  terms and manner of sale of the  offered  securities  will be
shown or summarized in the applicable prospectus supplement.

                       VALIDITY OF THE OFFERED SECURITIES

    Sullivan & Worcester LLP, Boston, Massachusetts, will pass upon the validity
of the debt  securities,  preferred  stock,  depositary  shares,  common  stock,
warrants,  guarantees,  stock purchase contracts and stock purchase units. As to
certain matters of Pennsylvania  law, Sullivan & Worcester LLP will rely upon an
opinion of Ballard Spahr Andrews & Ingersoll,  LLP, Philadelphia,  Pennsylvania.
Jas. Murray Howe is of counsel to Sullivan & Worcester LLP and beneficially owns
45,000 shares of common stock.

    The validity of the trust  preferred  securities  to be issued by IM Capital
Trust, and the enforceability of its declaration of trust and the creation of IM
Capital  Trust,  will be passed  upon by  Richards,  Layton  and  Finger,  P.A.,
Wilmington, Delaware.

                                     EXPERTS

    The consolidated  financial statements of Iron Mountain Incorporated and its
subsidiaries  for the three years ended December 31, 2000, and its  supplemental
schedule,  Valuation and Qualifying  Accounts,  included in its Annual Report on
Form 10-K for the year  ended  December  31,  2000,  dated  March  23,  2001 and
incorporated by reference into this registration statement, have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as set forth in their
reports. In their report on Iron Mountain's  consolidated  financial statements,
that firm states  that,  with  respect to certain  subsidiaries,  its opinion is
based on the report of RSM Robson Rhodes,  independent public  accountants.  The
consolidated financial statements and supporting schedule referred to above have
been  incorporated  by reference  herein in reliance upon the authority of those
two firms as experts in giving said reports.

    The consolidated  financial statements of Iron Mountain  Incorporated (f/k/a
Pierce Leahy Corp.), and its subsidiaries for the three years ended December 31,
1999, and its supplemental schedule, Valuation and Qualifying Accounts, included
in its Annual  Report on Form 10-K for the year ended  December 31, 1999,  dated
March 30, 2000,  have been audited by Arthur  Andersen LLP,  independent  public
accountants,  as  indicated  in their  reports  with  respect  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said reports.

    The  financial  statements  of Data Base,  Inc. and  Affiliate for the three
years ended  December 31, 1998,  included in Iron  Mountain's  Current Report on
Form 8-K dated April 16, 1999, have been audited by Moss Adams LLP,

                                      -31-


independent  public  accountants,  as  indicated  in their  report with  respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.

    The  financial  statements of Data Storage  Center,  Inc. as of December 31,
1998  and  1999,  and  for the  years  then  ended,  included  in Iron  Mountain
Incorporated's  Current Report on Form 8-K dated May 15, 2000, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated  herein by reference,  and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

    We file annual,  quarterly and current  reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment of a duplicating fee to the SEC.  Please call the SEC at  1-800-SEC-0330
for further  information on the operation of the public reference rooms. You can
review our SEC filings and the  registration  statement by  accessing  the SEC's
Internet site at http://www.sec.gov.  Our common stock is listed on the New York
Stock Exchange where reports,  proxy statements and other information concerning
us can also be  inspected.  The  offices  of the NYSE  are  located  at 20 Broad
Street, New York, New York 10005.

                       DOCUMENTS INCORPORATED BY REFERENCE

    The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents.  The information incorporated by reference is considered
to be part of this  prospectus.  Statements  in this  prospectus  regarding  the
contents of any contract or other document may not be complete. You should refer
to the  copy of the  contract  or other  document  filed  as an  exhibit  to the
registration  statement.  Later  information  filed with the SEC will update and
supersede  information  we have  included or  incorporated  by reference in this
prospectus.

    We incorporate by reference the following documents filed by us:

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2000.

     o    Quarterly  Reports on Form 10-Q for the quarters  ended March 31, June
          30 and September 30, 2001.

     o    Current  Reports  on Form 8-K filed  March 23,  2001,  April 3,  2001,
          September 7, 2001, September 17, 2001 and December 13, 2001.

     o    The  description  of our common stock  contained  in the  Registration
          Statement on Form 8-A dated May 27, 1997, including all amendments and
          reports filed for the purpose of updating such description.

    In addition to the documents  listed above,  we incorporate by reference any
future filings made by us, including  filings made prior to the effectiveness of
this  registration  statement,  with the SEC under Section 13(a),  13(c),  14 or
15(d)  of the  Securities  Exchange  Act  of  1934  until  our  offering  of the
securities made by this prospectus is completed or terminated.

     We will provide you with a copy of the information we have  incorporated by
reference,  excluding exhibits other than those to which we specifically  refer.
You may obtain this  information at no cost by writing or telephoning us at: 745
Atlantic  Avenue,  Boston,  Massachusetts  02111,  (617)  535-4799,   Attention:
Investor Relations.


                                      -32-


The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

                              Subject To Completion
                 Preliminary Prospectus Dated February 11, 2002

                           Iron Mountain Incorporated

                           Direct Stock Purchase Plan



     This  prospectus  relates to our Direct Stock  Purchase  Plan.  The plan is
designed to provide  investors  with a convenient and economical way to purchase
shares of our common stock. Under the plan, participants may:

     o    Purchase  their first  shares of our common stock by making an initial
          cash investment of at least $1,000 and up to $10,000.

     o    Purchase additional shares of our common stock by making optional cash
          investments  at any time of at  least  $500  per  payment  and up to a
          maximum of $10,000 per month.

     o    Make optional  cash  investments  in excess of $10,000 per month,  but
          only after submission of a written request for waiver has been made to
          us and after we have given our written approval, which we may grant or
          refuse to grant in our sole discretion.

     o    On  investments  in excess of $10,000 that we approve,  purchase newly
          issued shares of our common stock at a discount of up to 5%, as we may
          determine from time to time in our sole discretion.

     o    Elect to automatically reinvest cash dividends, if any, that we pay in
          the future on all or a portion of their shares of common stock.

     Our common stock is listed on the New York Stock  Exchange under the symbol
"IRM."

     Investing in our securities involves risks. See "Risk Factors" beginning on
page 1.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

               The date of this prospectus is _________ ___, 2002

                                TABLE OF CONTENTS
                                                                      Page
Cautionary Note Regarding Forward-Looking Information.............     (i)
Our Company.......................................................      1
Risk Factors......................................................      1
Description of Our Direct Stock Purchase Plan.....................      1
Use of Proceeds...................................................     16
Plan of Distribution..............................................     16
Sales of Shares by Participants...................................     16
Validity of the Offered Securities................................     17
Experts...........................................................     17
Where You Can Find More Information...............................     17
Documents Incorporated By Reference...............................     17
Schedule A - Important Dates for Optional Cash Investments........     19

     You  should  rely only on the  information  incorporated  by  reference  or
provided in this document and any prospectus supplement.  We have not authorized
anyone  else to provide  you with  different  information.  We are not making an
offer of these  securities in any jurisdiction  where it is unlawful.  If anyone
provides you with different or inconsistent information,  you should not rely on
it. You should not assume that the information in this prospectus is accurate as
of any date other than the date on the front of this document.

     References  in this  prospectus  to the terms  "we," "our" or "us" or other
similar terms mean Iron Mountain Incorporated and its consolidated subsidiaries,
unless we state otherwise or the context indicates otherwise.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     We have made and incorporated by reference statements in this document that
constitute  "forward-looking  statements" as that term is defined in the federal
securities  laws.  These  forward-looking  statements  concern  our  operations,
economic performance and financial condition. The forward-looking statements are
subject to various known and unknown  risks,  uncertainties  and other  factors.
When we use words such as "believes," "expects,"  "anticipates,"  "estimates" or
similar expressions, we are making forward-looking statements.

     Although  we  believe  that our  forward-looking  statements  are  based on
reasonable  assumptions,  our  expected  results may not be achieved  and actual
results may differ  materially  from our  expectations.  Important  factors that
could cause actual results to differ from  expectations  include,  among others,
those set forth below. For a more detailed  discussion of some of these factors,
please read carefully the information under "Risk Factors" beginning on page 2.

     o    difficulties related to the integration of acquisitions generally and,
          more  specifically,  the  integration  of our  operations and those of
          Pierce Leahy Corp.;

     o    unanticipated costs as a result of our acquisition of Pierce Leahy;

     o    the uncertainties related to international expansion and operations;

     o    the  uncertainties  related  to  expansion  into  digital  businesses,
          including  the timing of  introduction  and market  acceptance  of our
          products and services;

     o    rapid and significant changes in technology;

     o    the cost and availability of appropriate storage facilities;

     o    changes in customer preferences and demand for our services;

     o    our  significant   indebtedness  and  the  cost  and  availability  of
          financing for contemplated growth; and

     o    other general economic and business conditions.

     These cautionary statements should not be construed by you to be exhaustive
and they are made only as of the date of this prospectus.  You should read these
cautionary  statements  as being  applicable to all  forward-looking  statements
wherever  they  appear.  We  assume  no  obligation  to  update  or  revise  the
forward-looking  statements  or to update the reasons why actual  results  could
differ from those projected in the forward-looking statements.

                                      (i)

                                   OUR COMPANY

     We are the leader in records and information management services. We are an
international,  full-service provider of records and information  management and
related  services,  enabling  customers to outsource these functions.  We have a
diversified  customer base, which includes more than half of the Fortune 500 and
numerous  commercial,   legal,  banking,  healthcare,   accounting,   insurance,
entertainment  and government  organizations.  We provide  storage for all major
media, including paper, which is the dominant form of records storage,  magnetic
media,  including  computer tapes,  microfilm and  microfiche,  master audio and
video  tapes,  film and optical  disks,  X-rays and  blueprints.  Our  principal
services provided to our storage customers include courier pick-up and delivery,
filing,  retrieval and destruction of records,  database management,  customized
reporting  and  disaster  recovery  support.  We also  sell  storage  materials,
including   cardboard  boxes  and  magnetic  media,  and  provide   confidential
destruction,   consulting,   facilities   management,   fulfillment   and  other
outsourcing services.

     As of December 31,  2001,  we provided  services to over  125,000  customer
accounts in 80 markets in the United States and 44 markets outside of the United
States.  We  employ  over  10,000  people  and  operate  more  than 650  records
management facilities in the United States, Canada, Europe and Latin America.

                                  RISK FACTORS

     Investing in our securities involves risk. Potential investors are urged to
read and consider the risk factors  relating to an  investment  in Iron Mountain
described  in  our  Securities  and  Exchange  Commission  filings,   which  are
incorporated  by  reference  in this  prospectus.  Before  making an  investment
decision, you should carefully consider these risks as well as other information
we  include  or  incorporate  by  reference  in this  prospectus.  The risks and
uncertainties  we have  described  are not the only  ones  facing  our  company.
Additional  risks  and  uncertainties  not  presently  known  to us or  that  we
currently consider immaterial may also affect our business operations.

                  DESCRIPTION OF OUR DIRECT STOCK PURCHASE PLAN

     The following questions and answers explain and constitute our Direct Stock
Purchase Plan, which we refer to below as the plan.

1. WHAT IS THE PURPOSE OF THE PLAN?

     The plan is intended to provide  investors  with a simple,  convenient  and
economical method of purchasing shares of our common stock.

     In turn, the plan provides us with an economical and flexible  mechanism to
raise equity capital  through sales of our common stock. To the extent shares of
common  stock are  purchased  directly  from us under the plan,  we will receive
proceeds  that we will use for our  general  corporate  purposes.  We will  not,
however,  receive any  proceeds  from  shares of our common  stock that the plan
administrator  may  purchase,  at  our  direction,  in  the  open  market  or in
negotiated  transactions  with third parties in order to supply shares issued to
participants under the plan.

2. WHAT OPTIONS ARE AVAILABLE UNDER THE PLAN?

     The plan allows participants to:

     o    make  initial  cash  investments  in our common stock in amounts of at
          least $1,000 and up to $10,000;

     o    make additional cash  investments in our common stock in amounts of at
          least  $500 per  payment  and up to $10,000  per  month,  or more if a
          request for waiver is granted by us; and

                                      -1-

     o    have cash  dividends,  if any, that we pay in the future on our common
          stock  automatically  reinvested  in  additional  shares of our common
          stock,  although  it is  unlikely  we will pay cash  dividends  in the
          foreseeable future.

3. WHAT ARE THE ADVANTAGES OF PARTICIPATING IN THE PLAN?

     Participants in the plan will enjoy certain benefits:

     o    You will be able to  purchase  our  common  stock  without  paying any
          brokerage  commission  and,  for  purchases  in excess of $10,000  per
          month,  potentially  at a discount of up to 5%, which discount will be
          determined at our sole discretion.

     o    Your funds will be fully invested  because the plan permits  fractions
          of shares to be credited to your account,  although  fractional  share
          certificates will not be issued.

     o    You  can  be  free  of  cumbersome  safekeeping  requirements,  as our
          custodial service will safely hold your shares in book-entry form.

     o    You will have a simple way of making periodic cash  investments in our
          company, when and as you choose, in order to build your ownership over
          time and also to utilize  dollar-cost-averaging  if such  technique is
          part of your general investment strategy.

     o    You may direct the plan  administrator  to sell or  transfer  all or a
          portion of the shares held in your plan account and  therefore you may
          find the plan an  economical  way to liquidate  holdings  from time to
          time.

     o    You will receive periodic  statements,  called statements of holdings,
          reflecting  all  current  activity  in your  plan  account,  including
          purchases,  sales and latest balances, which will simplify your record
          keeping.

4. WHAT ARE THE DISADVANTAGES OF MAKING INVESTMENTS IN IRON MOUNTAIN THROUGH THE
   PLAN?

     The plan may present certain  disadvantages to a participant as compared to
investing in our company through a brokerage firm:

     o    We may, without giving you prior notice,  change our  determination as
          to whether the plan administrator will purchase shares of common stock
          directly  from  us,  in the open  market  or in  privately  negotiated
          transactions from third parties.

     o    You will not know the actual  number of shares  purchased in any month
          for your account under the plan until after the applicable  investment
          date.

     o    Because  the  investment  price may  represent  an average of numerous
          market  prices,  it may  actually  exceed the price at which you could
          have purchased shares in the open market on the investment date.

     o    Sales of shares for  participants  that have made valid sale elections
          during any month are made at specified  times and in a manner designed
          not to disrupt the market for our common stock.  Accordingly,  you may
          experience delays in the execution of sales of your shares held in the
          plan.

     o    On purchases in excess of $10,000 that we approve, you may not be able
          to depend on the  availability  of a discount on newly  issued  shares
          acquired under the plan.  While a discount from market prices of up to
          5% may be  established  for a  particular  period,  a discount for one
          period will
                                      -2-

          not ensure the  availability  of the same  discount or any discount in
          future  periods.  For any  period  we may,  without  giving  you prior
          notice, change or eliminate the discount.

     o    Shares  deposited in a plan account may not be pledged.  If you desire
          to pledge shares  deposited in a plan  account,  you must withdraw the
          shares from the plan.

     o    You will not receive interest on funds held by the plan  administrator
          pending investment or on funds returned if we suspend or terminate the
          plan.

5. WHO WILL ADMINISTER THE PLAN?

     The  plan  will  be  administered  by  EquiServe  Trust  Company,  N.A.,  a
registered transfer agent, or any successor plan administrator we designate. The
plan administrator acts as agent for participants, keeps records of the accounts
of participants,  sends regular account statements to participants, and performs
other duties relating to the plan.  Shares purchased for each participant  under
the plan will be held by the plan  administrator  and will be  registered in the
name of such  participant  unless and until a participant  requests that a stock
certificate for all or part of such shares be issued, as more fully described in
this prospectus. Correspondence with the plan administrator should be sent to:

                      Iron Mountain Incorporated
                      c/o EquiServe Trust Company N.A.
                      P.O. Box 43010
                      Providence, RI 02940-3010

     Plan  participants  may also contact the plan  administrator by telephoning
toll free  (866) 897-1803,  24 hours a day, seven days a week.  Customer service
representatives  are  available  between  the hours of 9:00 a.m.  and 5:00 p.m.,
Eastern  Time,   Monday  through  Friday.

6. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

     Our existing  shareholders,  as well as persons  seeking to purchase  their
first shares in our company, may participate in the plan.

     A registered holder, which means a shareholder whose shares of common stock
are registered in our stock  transfer books in his or her name, may  participate
in the plan directly. A beneficial owner, which means a shareholder whose shares
are registered in our stock transfer books in a name other than his or her name,
for example, in the name of a broker, bank, or other nominee, must either become
a registered holder by having the shares  transferred into his or her name, make
arrangements with his or her broker, bank or other nominee to participate in the
plan on the participant's  behalf, or follow procedures for interested investors
who are not already shareholders.

     An interested  investor that is not currently a shareholder may participate
in the plan by making an initial cash investment in our common stock of not less
than $1,000 and not more than $10,000.  In some  circumstances,  however, we may
permit greater optional cash investments if an appropriate  waiver is filed with
us and accepted.

     The right to participate in the plan is not transferable to another person.
We reserve the right to exclude from  participation  in the plan persons who use
the plan to engage in short-term  trading  activities that cause  aberrations in
the  trading of our common  stock.  In  addition,  we reserve the right to treat
optional cash investments  submitted on forms reflecting  participants  with the
same name,  address or social  security or taxpayer  identification  number as a
single investment for purposes of determining  whether the maximum investment of
$10,000 per month would be exceeded.

                                      -3-

     If you live outside the U.S. and are not a citizen,  you can participate in
the plan provided there are not any laws or governmental  regulations that would
prohibit  your  participation  in the plan.  We reserve  the right to  terminate
participation  of any shareholder if we deem it advisable under any foreign laws
or  regulations.  All  plan  funds  must be in U.S.  funds  and  drawn on a U.S.
financial institution. If you are not in the U.S., please contact your financial
institution to verify that they can provide you with a check that clears through
a U.S. financial  institution and can print the dollar amount in U.S. funds. Due
to the longer clearing  period,  we are unable to accept checks clearing through
non-U.S. financial institutions. Please contact your local financial institution
for  details  on how to make  the  transaction.  If we  ever  pay  dividends  to
shareholders,  all dividends will be subject to  withholding  under the terms of
any  applicable  tax treaty  provisions.  Please see  Question 8 for  additional
information on dividend reinvestment.

     Participants  residing in  jurisdictions,  foreign or U.S.,  in which their
participation  in the plan would be unlawful will not be eligible to participate
in the plan.

7. HOW DOES AN ELIGIBLE PERSON PARTICIPATE IN THE PLAN?

     A person may participate in the plan by following the appropriate procedure
set forth below.

Our Registered Holders

     If you are a registered  holder of our common stock,  you may enroll in the
plan and become a participant by:

     o    completing and signing a shareholder authorization form; and

     o    returning  it to the plan  administrator  at the  address set forth in
          Question 5.

     Please note,  that if the shares you currently  own are  registered in more
than one name, for example, joint tenants or trustees, all registered holders of
such shares must sign the shareholder  authorization form exactly as their names
appear on the account registration.

     Registered  holders may obtain  additional  information  and the  necessary
shareholder  authorization form at any time by contacting the plan administrator
at the address or phone number set forth in Question 5.

Our Beneficial Owners

     If you are a  beneficial  owner  of our  common  stock  and you  desire  to
participate in the plan, you must:

     o    instruct the registered holder who holds the shares of common stock on
          your behalf, usually a broker, bank or other intermediary, to have all
          or a portion of those  shares  registered  directly in your name.  You
          would  then  follow  the  procedures  described  above for  registered
          holders; or

     o    make  arrangements  with the  broker,  bank or other  intermediary  to
          participate in the plan on your behalf.

     Alternatively,  a  beneficial  holder  may  enroll  in the plan in the same
manner  as  someone  who is not  currently  an owner  of our  common  stock,  as
described in the procedures below for interested investors.

Interested Investors Who Do Not Currently Own Our Common Stock.

     An interested  investor who is not presently one of our  shareholders,  but
desires to become a participant in the plan by making an initial cash investment
in our common stock, may join the plan by:

     o    completing and signing an initial purchase form; and

     o    forwarding it, together with a check in the amount of the initial cash
          investment  of at least  $1,000 and not more than  $10,000,  unless an
          appropriate  waiver  is  filed  with  us and  accepted,  to  the  plan
          administrator at the address set forth in Question 5.

                                      -4-

     Any offer to make an initial cash  investment  greater than $10,000 must be
made in accordance  with the procedures  described below in Question 14. Initial
cash  investments  can be made by check or money order  payable to  "EquiServe -
Iron Mountain Incorporated" All forms of payment must be in U.S. funds and drawn
on a U.S. bank. Cash and third party checks will not be accepted.

     Interested  investors may obtain  additional  information and the necessary
initial  purchase form by contacting  the plan  administrator  at the address or
phone number set forth in Question 5. Some state  securities laws require that a
registered  broker-dealer send the information to their residents.  A registered
broker-dealer,  rather than the plan administrator,  will forward a copy of this
prospectus and the enrollment form to residents of those states.

8. WHAT IS THE PURPOSE AND EFFECT OF COMPLETING AND  FORWARDING THE  SHAREHOLDER
   AUTHORIZATION FORM AND THE INITIAL PURCHASE FORM?

     The  shareholder  authorization  form and the  initial  purchase  form will
appoint the plan  administrator as your agent for purposes of your participation
in the plan. The forms direct the plan  administrator to apply any optional cash
investments made by you, whether transmitted with the shareholder  authorization
form, the initial  purchase form or made at dates subsequent to your enrollment,
to the purchase on your behalf of additional  full and fractional  shares of our
common stock in accordance with the plan.

     The shareholder authorization form and the initial purchase form also allow
participants to provide for the  reinvestment of dividends,  if any, through the
following options:

     o    Full  dividend  reinvestment.  This  option  allows  you  to  reinvest
          automatically all cash dividends  received on all shares of our common
          stock registered in your name and held in your plan account.

     o    Partial dividend reinvestment.  This option allows you to receive cash
          dividends  on a  specified  number  of  shares  of  our  common  stock
          registered  in your name and held in your plan account and to reinvest
          automatically  only the  dividends on any  remaining  shares of common
          stock.

     o    No  dividend  reinvestment.  This  option  allows you to receive  cash
          dividends  on all shares of our common stock  registered  in your name
          and held in your plan account.

     Any one of the above three  options  may be  selected.  In each case,  cash
dividends, if any, will be reinvested on all shares designated for participation
in the plan until the participant specifies otherwise or withdraws from the plan
altogether,  or until  the plan is  terminated.  Participation  in the  dividend
reinvestment  portion of the plan will commence  with the next dividend  payment
date after the plan administrator  receives your shareholder  authorization form
or  initial  purchase  form,  as  the  case  may  be,  provided  that  the  plan
administrator  receives  the form  prior to the  record  date for such  dividend
payment.   If  the  plan   administrator   does  not  receive  your  shareholder
authorization  form or initial  purchase  form  prior to the  record  date for a
particular dividend payment,  participation in the dividend reinvestment portion
of the plan may not commence until the following dividend payment date.

     A participant may change his or her dividend  reinvestment  election at any
time by contacting the plan administrator.  Changes in the dividend reinvestment
election will be effective for a particular  dividend  payment date provided the
request is received  prior to the related  dividend  record date. If a change in
the dividend reinvestment election is not received prior to the related dividend
record  date,  the change will not be  effective  until the  following  dividend
payment date.

     Notwithstanding our discussion of your ability to reinvest dividends, it is
unlikely that we will pay cash dividends in the  foreseeable  future and nothing
in this prospectus is intended to indicate otherwise.

     Any participant who returns a properly executed  shareholder  authorization
form or  initial  purchase  form to the plan  administrator  without  electing a
dividend  reinvestment  option will be enrolled as having selected full dividend
reinvestment.
                                      -5-

9. WHAT ARE THE EXPENSES OF THE PLAN, AND WHO PAYS THEM?

     We  will  pay  all  fees,  brokerage  commissions,   and  related  expenses
associated with the purchase of common stock in the open market or in negotiated
transactions  with third parties on behalf of participants.  Shares for the plan
purchased  directly from us will not involve  brokerage  commissions  or trading
fees.  There is,  however,  a one-time  enrollment  fee of $10.00  which will be
deducted from the initial investment of interested investors who are not already
shareholders of Iron Mountain.

     In the event that any form of payment is  returned  unpaid for any  reason,
such as a returned check,  the participant will be subject to a $25.00 fee which
will be deducted from the participant's account.

     In addition, participants that request the sale of any of their shares held
in the plan  must  pay a  service  charge  equal to  $15.00,  plus a  commission
currently  equal  to  $0.12  per  share  plus  any  applicable  taxes.  The plan
administrator   may  effect  any  sales  of  shares  for  the  plan   through  a
broker-dealer,  in which case the broker-dealer  will receive the commission for
effecting the transaction.

     The plan administrator may also charge participants for additional services
not provided under the plan.  Brokers or nominees that  participate on behalf of
beneficial  owners for whom they are holding  shares may charge such  beneficial
owners additional fees in connection with such participation,  for which neither
the plan administrator nor we will be responsible.

     Participation  in the plan is voluntary and a participant  may  discontinue
his or her participation at any time.

10. WHAT ARE THE SOURCES OF SHARES PURCHASED UNDER THE PLAN?

     Purchases  of  shares of our  common  stock by the plan  administrator  for
participants in the plan may be made, at our election,  either (1) directly from
us out of our authorized but unissued  shares of common stock or treasury stock,
(2) in the open market,  or (3) in negotiated  transactions  with third parties.

11. WHEN ARE SHARES PURCHASED UNDER THE PLAN?

     Optional  cash  purchases for  investments  under $10,000 will begin on the
investment date, which is the last trading day of a pricing period. Newly issued
shares will be posted to participants'  accounts as of the applicable investment
date.  Shares  purchased in the open market or in negotiated  transactions  with
third parties,  however, will be posted to the participants'  accounts after the
settlement  period.  Settlement  normally  occurs three  business days after the
investment is completed. Please see the attached Schedule A for information with
respect to pricing periods, investment dates and other information.

     Pursuant to an approved  request for waiver,  the plan  administrator  will
only acquire  shares of common stock  directly from us out of our authorized but
unissued  shares  of  common  stock or  treasury  shares.  Newly  issued  shares
purchased  with  optional  cash  investments  over  $10,000  will be  posted  to
participants' accounts as of the investment date as defined above.

     If  dividends  are  declared  at some time in the  future,  purchases  with
dividend  investments  will begin on the  dividend  payment  date.  Newly issued
shares will be posted to participants' accounts as of the dividend payment date.
Purchases  with  dividend  investments  in  the  open  market  or in  negotiated
transactions  with  third  parties,  however,  will be posted  to  participants'
accounts after the settlement period.  Settlement normally occurs three business
days after the investment is completed.  Dividends that are not invested  within
30 days of the dividend date will be paid to the participant.

     Purchases  of shares of our common stock by the plan  administrator  on the
open market or in negotiated  transactions  with third  parties  usually will be
completed  no  later  than 30 days  after  the  investment  date,  except

                                      -6-

where  completion at a later date is necessary or advisable under any applicable
securities  laws or  regulations;  provided,  however,  initial  investments and
optional cash  payments that are not invested  within 35 days of receipt will be
returned.

12. HOW IS THE PRICE DETERMINED FOR SHARES ACQUIRED THROUGH THE PLAN?

     Each  month the plan will  acquire  shares for  participants  who have made
valid and timely cash investments during that month.

     The  purchase  price  of  shares  acquired   through  the  plan  with  cash
investments of $10,000 or less during any month will be equal to:

     o    in the case of newly issued shares of our common stock, the average of
          the high and low sale  prices of our common  stock as  reported by the
          New York  Stock  Exchange  on the  investment  date,  as that  term is
          defined  above.  If no trading is reported  for that  trading day, the
          purchase  price will be equal to the  average of the high and low sale
          prices of our common stock as reported by the New York Stock  Exchange
          on the trading day immediately prior to the investment date; or

     o    in the case of shares  purchased  in the open  market or in  privately
          negotiated  transactions,  the  weighted  average  price of all shares
          purchased.

     If a request for waiver is granted by us for an  investment of greater than
$10,000 in one month, the purchase price of shares acquired through the plan for
such an investment will be equal to the volume  weighted  average price obtained
from Bloomberg,  LP (unless such service is  unavailable,  in which case we will
designate  another  service to be utilized prior to the beginning of the pricing
period) for the trading  hours from 9:30 a.m. to 4:00 p.m.,  Eastern  Time,  for
each day during the twelve  consecutive  trading  days ending on the last day of
the pricing period (the investment  date) assuming the threshold price is met on
each day,  less any  discount  established  by us as  described  in Question 14,
calculated pro rata on a daily basis.  For example,  if a cash investment of $12
million is made pursuant to an approved request for waiver, the number of shares
will be  calculated  for each day of the  pricing  period  by  taking a pro rata
portion of the total cash investment for each day of the pricing  period,  which
would be $1  million,  and  dividing  it by the volume  weighted  average  price
obtained  from  Bloomberg,  LP or such other  service for the trading hours from
9:30 a.m. to 4:00 p.m., Eastern Time, less the discount.  On the last day of the
pricing period, the total investment amount, $12 million, will be divided by the
total number of shares  acquired  over the twelve days  (assuming  the threshold
price is met each day) in order to establish the purchase price.

     The plan will also  acquire  shares for  participants  who have  elected to
reinvest all or a portion of their  dividends if, at some time in the future,  a
dividend  is  declared  by our board of  directors.  Purchases  of shares of our
common stock through the  reinvestment of dividends,  if any are declared,  will
begin on the  dividend  payment  date.  The  purchase  price of shares  acquired
through the plan through the reinvestment of dividends will be equal to:

     o    in the case of newly issued shares of our common stock, the average of
          the high and low sale  prices of our common  stock as  reported by the
          New York Stock Exchange on the dividend payment date. If no trading is
          reported for the dividend  payment  date,  the purchase  price will be
          equal to the  average  of the high and low sale  prices of our  common
          stock as  reported  by the New York Stock  Exchange on the trading day
          immediately prior to the dividend payment date; or

     o    in the case of shares  purchased  in the open  market or in  privately
          negotiated  transactions,  the  weighted  average  price of all shares
          purchased with the dividend funds.

     The price at which  shares are  acquired  under the plan is  referred to in
this  prospectus  as the  investment  price.  The trading  period over which the
investment  price is calculated  for purchases in excess of $10,000 per month is
referred to as the pricing  period.  The single date each month on which  shares
are acquired under the plan for  participants  who have made purchase  elections
for such month is referred to in this prospectus as the investment date.

     Please  note  that  participants  will  not be able to  instruct  the  plan
administrator to purchase shares at a specific time or at a specific price.

                                      -7-

13. HOW ARE OPTIONAL CASH INVESTMENTS FOR AMOUNTS OF $10,000 OR LESS MADE?

     All  participants,  including  brokers,  banks and nominees with respect to
shares registered in their name on behalf of beneficial  owners, are eligible to
make optional cash investments at any time.

     Other  interested  investors that are not  shareholders  of our company are
also  eligible to make  initial  investments  in our common stock at any time by
submitting an initial purchase form and funds representing their desired initial
investments.

     The plan  administrator  will apply all investments under $10,000 per month
by check or money order, for which good funds are received at least one business
day before the first day of the pricing period, to the purchase of shares of our
common stock on the applicable  investment date for that pricing period. If good
funds are received by the plan  administrator  for checks and money orders after
this deadline,  they will not be invested  until the next  following  investment
date.  No interest will be paid on any funds  pending  investment.  All optional
cash  investments are subject to collection by the plan  administrator  for full
face value in U.S. dollars.

     There is no obligation to make an optional cash investment at any time, and
the amount of such investments may vary from time to time.

     All optional cash  investments  made by check or money order should be made
payable to:

                    "EquiServe - Iron Mountain Incorporated"

and mailed to the plan  administrator,  along with the cash  investment or other
transaction  form attached to the bottom of each  statement of holdings,  at the
address  listed  on the  form.  Due to the  longer  clearance  period,  the plan
administrator  is unable to accept checks  clearing  through  non-United  States
banks.  Any checks not drawn on a United  States  bank or not  payable in United
States  dollars will be returned to the  participant,  as will any cash or third
party checks.  If you are not in the United States,  contact your bank to verify
that they can provide you with a check that clears  through a United States bank
and can print the dollar amount in United States funds.  Other forms of payment,
such as wire transfers, may be made, but only if approved in advance by the plan
administrator. Inquiries regarding other forms of payments and all other written
inquiries should be directed to the plan  administrator at the address set forth
in Question 5.

     In the event that any form of payment is  returned  unpaid for any  reason,
the plan  administrator  will consider the request for  investment of such funds
null  and void and  shall  immediately  remove  from the  participant's  account
shares,  if any,  purchased  upon  the  prior  credit  of such  funds.  The plan
administrator  shall  then be  entitled  to sell  those  shares to  satisfy  any
uncollected  amounts.  If the net  proceeds  of the  sale of  these  shares  are
insufficient  to  satisfy  the  balance  of the  uncollected  amounts,  the plan
administrator  shall  be  entitled  to sell  such  additional  shares  from  the
participant's  account necessary to satisfy the uncollected balance. Any deposit
returned  unpaid will be subject to a $25.00 fee that will be deducted  from the
participant's account.

14. HOW ARE OPTIONAL CASH INVESTMENTS OF MORE THAN $10,000 MADE?

     Optional cash  investments  in excess of $10,000 per month may be made only
pursuant to a request  for waiver  accepted by us.  Participants  may  ascertain
whether we are  accepting  requests for waiver in any given  month,  and certain
other important information, by telephoning Investor Relations at (617) 535-4799
or such other  number as we may  establish  for this  purpose from time to time.
Participants  who wish to make an optional cash  investment in excess of $10,000
for any investment  date,  including those whose proposed  investments have been
aggregated  so as to exceed  $10,000 as described  above,  must obtain our prior
written  approval and a copy of such written  approval  must  accompany any such
optional  cash  investment.  Good  funds  for  such  optional  cash  investments
exceeding $10,000 per month must be received by the plan  administrator no later
than one business day prior to the first day of the pricing period.  To obtain a
request for waiver or additional  information,  a participant  may call Investor

                                      -8-

Relations at the number  above.  Completed  requests for waiver  should be faxed
directly to Investor  Relations at (617) 535-7881 or such other number as we may
establish for this purpose from time to time.

     We also  may make  the  foregoing  information  available  on the  Investor
Relations  segment of our website at  http://www.ironmountain.com  or on another
website we may  establish  for this purpose  from time to time.  The website may
also contain a form for submitting a request for waiver via electronic mail.

     We have sole discretion to grant any approval for optional cash investments
in excess of the  allowable  maximum  amount.  In deciding  whether to approve a
request for waiver, we will consider relevant factors including, but not limited
to:

     o    our need for additional funds,

     o    the attractiveness of obtaining such additional funds through the sale
          of our common stock as compared to other sources of funds,

     o    the purchase price likely to apply to any sale of common stock,

     o    the participant submitting the request,

     o    the extent and nature of such participant's prior participation in the
          plan,

     o    the number of shares held of record by such participant, and

     o    the aggregate amount of optional cash investments in excess of $10,000
          for which requests for waiver have been submitted by all participants.

     If  requests  for  waiver  are  submitted  for any  investment  date for an
aggregate  amount in excess of the amount we are then willing to accept,  we may
honor such requests in order of receipt, pro rata or by any other method that we
determine, in our sole discretion, to be appropriate.

     We reserve the right to modify,  suspend or terminate  participation in the
plan by otherwise eligible registered holders or beneficial owners of our common
stock for any reason whatsoever, including elimination of practices that are not
consistent with the purposes of the plan.

Threshold  Price with  Respect to Optional  Cash  Investments  Made  Pursuant to
Requests for Waiver

     We may establish  for any pricing  period a threshold  price  applicable to
optional cash investments  made pursuant to requests for waiver.  At least three
trading days prior to the first day of the applicable  pricing  period,  we will
determine  whether to establish a threshold  price and, if a threshold  price is
established,  its  amount,  and  will so  notify  the plan  administrator.  This
determination  will be made  by us in our  sole  discretion  after a  review  of
current market  conditions,  the level of participation in the plan, and current
and projected  capital  needs.  Participants  may ascertain  whether a threshold
price has been set or waived for any given  pricing  period  and any  applicable
discount by  telephoning  Investor  Relations at (617) 535-4799 or at such other
number as we may establish from time to time.

     If established for any pricing  period,  the threshold price will be stated
as a  dollar  amount  that the  volume  weighted  average  price  obtained  from
Bloomberg,  LP  (unless  such  service  is  unavailable,  in which  case we will
designate  another  service to be utilized prior to the beginning of the pricing
period) for the trading hours from 9:30 a.m. to 4:00 p.m.,  Eastern  Time,  must
equal or exceed on each trading day of the relevant pricing period. In the event
that the  threshold  price is not  satisfied  for a trading  day in the  pricing
period or there are no trades of our common stock reported by the New York Stock
Exchange  for a trading  day,  then that  trading day will be excluded  from the
pricing  period  with  respect to optional  cash  investments  made  pursuant to
requests for waiver,  and all trading  prices for that day will be excluded from
the determination of the purchase price. For example,  if the threshold price is
not  satisfied  for three of the 12 trading days in a pricing  period,  then the
purchase  price will be based upon the remaining  nine trading days on which the
threshold price was satisfied.

                                      -9-

     In  addition,  a pro rata portion of each  optional  cash  investment  made
pursuant  to a request for waiver  will be  returned  for each  trading day of a
pricing period on which the threshold price is not satisfied or for each trading
day on which no trades of shares or common  stock are  reported  on the New York
Stock  Exchange,  as soon as  reasonably  practicable  after the pricing  period
without interest. The returned amount will equal one-twelfth of the total amount
of such optional cash  investment,  not just the amount exceeding  $10,000,  for
each trading day that the threshold  price is not satisfied.  Thus, for example,
if in April 2002,  the  threshold  price is not  satisfied  or no such sales are
reported  for three of the 12 trading days in a pricing  period,  3/12 , that is
25%, of such  optional  cash  investment  will be  returned  to the  participant
without interest.

     The  establishment  of the  threshold  price and the  possible  return of a
portion  of the  investment  applies  only to  optional  cash  investments  made
pursuant  to a request  for  waiver  but  applies  to the  entire  amount of the
optional cash investment, including the first $10,000. Setting a threshold price
for a pricing  period shall not affect the setting of a threshold  price for any
subsequent  pricing period.  For any particular month, we may waive our right to
set a threshold price. Neither we nor the plan administrator will be required to
provide any written  notice to  participants  as to the threshold  price for any
pricing period.  Participants may, however,  ascertain whether a threshold price
has been set or waived for any given pricing period and any applicable  discount
by telephoning  Investor  Relations at (617) 535-4799 or at such other number as
we may establish from time to time.

Discount

     Each  month,  at least  three  trading  days  prior to the first day of the
applicable pricing period, we may establish a discount from the investment price
applicable to shares purchased under the plan with cash investments in excess of
$10,000 pursuant to a request for waiver during that month. Such discount, which
we refer to as the discount, may range between 0% and 5% of the investment price
and may vary each month. The discount may be increased,  decreased or eliminated
by us in any given  month.  We also  reserve  the right to  establish  a reverse
auction  procedure  by  which   participants   seeking  to  make  optional  cash
investments under a waiver may submit to us a "bid" with respect to the discount
at which they are willing to make the optional cash investment. Participants may
obtain  the  discount  applicable  to the next  pricing  period  by  telephoning
Investor Relations at (617) 535-4799 or at such other number as we may establish
from time to time.  Setting a discount for a  particular  month shall not affect
the setting of a discount for any subsequent month.

15. WHAT LIMITATIONS AND EXCEPTIONS APPLY TO OPTIONAL CASH INVESTMENTS?

Minimum/Maximum Limits

     For any investment date, optional cash investments made by our shareholders
are subject to a minimum of $500 per payment and a maximum of $10,000 per month,
unless a request for waiver has been approved as described  above,  and optional
cash investments made by interested  investors who are not then  shareholders of
our company are subject to a minimum initial  investment of $1,000 and a maximum
of $10,000, unless a request for waiver has been approved.

     Optional cash investments of less than the allowable monthly minimum amount
and that  portion of any optional  cash  investment  that exceeds the  allowable
monthly  maximum  amount will be returned,  except as noted  above,  promptly to
participants,  without  interest,  but  subject to a $25.00 fee.  Optional  cash
investments  submitted  by  brokerage  firms or other  nominees  on  behalf of a
participant  may be aggregated for purposes of  determining  whether the $10,000
limit will be exceeded. In addition, we reserve the right to treat optional cash
investments  submitted  on forms  reflecting  participants  with the same  name,
address  or  social  security  or  taxpayer  identification  number  as a single
investor  for  purposes  of  determining  whether  the  $10,000  limit  would be
exceeded.  Please note that  dividend  funds,  if any, will not be combined with
optional  cash  investments  in  determining  whether the $10,000 limit has been
exceeded.

                                      -10-

16. WHAT IF A PARTICIPANT HAS MORE THAN ONE ACCOUNT IN THE PLAN?

     For the purpose of the limitations discussed in this prospectus, we reserve
the right to aggregate all optional cash investments for participants  with more
than one  account  using the same name,  address or social  security or taxpayer
identification  number.  For participants  unable to supply a social security or
taxpayer  identification number,  participation may be limited by us to only one
plan account.  Also for the purpose of such limitations,  all plan accounts that
we believe to be under common  control or management or to have common  ultimate
beneficial  ownership may be  aggregated.  In the event we exercise our right to
aggregate investments and the result would be an investment in excess of $10,000
without an approved request for waiver, we will return,  without  interest,  but
subject to a $25.00 fee, as  promptly as  practicable,  any amounts in excess of
the investment limitations.

17. IN WHAT SITUATIONS WILL AN INVESTMENT BE RETURNED TO A PARTICIPANT?

     The plan  administrator  will return  optional cash  investments  less than
$10,000 to a  participant  provided  the plan  administrator  receives a written
request at least one business day prior to the first day of the pricing  period.
Optional cash investments  less than $10,000 will be returned by check,  without
interest,  as soon as  reasonably  practicable.  Please note that  optional cash
investments  greater  than  $10,000  for which a  participant  has  received  an
approved  request for waiver will not be returned to a participant.  Question 11
further  provides for returns of optional and initial cash  investments  if such
investments  are not made  within 35 days of  receipt  of  funds.  Additionally,
Question 11 provides  that cash  dividends  will be  disbursed  if not  invested
within 30 days of the dividend payment date.

18.  WILL  CERTIFICATES BE ISSUED TO  PARTICIPANTS  FOR THE SHARES OF OUR COMMON
     STOCK PURCHASED UNDER THE PLAN?

     All shares purchased pursuant to the plan will be held in "book entry" form
through accounts  maintained by the plan  administrator.  This serves to protect
against  the loss,  theft or  destruction  of  certificates  evidencing  shares.
Participants  may contact  the plan  administrator  at the address or  telephone
number set forth in Question 5 above,  or may utilize  the cash  investment  and
other transaction form attached to the bottom of each statement of holdings,  in
order to  request a  certificate  for all or a  portion  of the  shares  held in
book-entry form. Upon such a request,  the plan administrator  will, within five
business days of receipt of the request,  issue and deliver certificates for the
whole shares credited to that participant's account. Certificates will be issued
only in the  same  names  as  those  enrolled  in the  plan.  In no  event  will
certificates for fractional shares be issued.

     If a  participant  requests a  certificate  for whole  shares of our common
stock held in his or her account, distributions on those shares will continue to
be reinvested  under the plan in the same manner as prior to the request so long
as the shares of common stock remain registered in the participant's name.

19.  MAY A  PARTICIPANT  DEPOSIT WITH THE PLAN  ADMINISTRATOR  CERTIFICATES  FOR
     SHARES WHICH HE OR SHE ALREADY OWNS OUTSIDE THE PLAN?

     Yes, if the certificates are  unrestricted.  Whether or not the participant
has previously authorized reinvestment of dividends,  certificates registered in
the participant's name that do not bear any legend  restricting  transfer may be
surrendered  to the plan  administrator  for deposit in the  participant's  plan
account.  If a  participant  desires to deposit  certificates  for shares of our
common stock with the plan  administrator,  the participant may contact the plan
administrator  at the address or telephone  number  listed in Question 5 for the
proper procedure.

20.  CAN PARTICIPANTS SELL SHARES HELD UNDER THE PLAN?

     Participants  may  contact the plan  administrator  in order to request the
sale of all or a portion of the shares  held in their  plan  account.  Following
receipt of instructions from a participant,  the plan  administrator  will sell,
through  an  independent  broker  or  institution,   those  shares  as  soon  as
practicable and will remit a check for the proceeds of such sale, less a service
charge equal $15.00, brokerage commissions and any applicable taxes.

     Shares  to be  sold  will  be  aggregated  by the  plan  administrator  and
generally  sold within  five  business  days.  The sales price per share will be
equal to the weighted  average price of all shares sold on the trading day, less
brokerage commissions, which are currently equal to $0.12 per share.

     Please note that the plan administrator is not able to accept  instructions
to sell on a particular date or at a specific price.

                                      -11-

21.  CAN A PARTICIPANT TRANSFER SHARES HELD IN THE PLAN TO SOMEONE ELSE?

     Participants may transfer  ownership of a portion or all of the shares held
in their plan account. Participants should contact the plan administrator at the
address  or  telephone  number  listed  in  Question  5  for  detailed  transfer
instructions.

22.  WHAT  HAPPENS  IF A  PARTICIPANT  SELLS OR  TRANSFERS  SHARES  OR  ACQUIRES
     ADDITIONAL SHARES?

     If a participant has elected to have dividends automatically  reinvested in
the  plan and  subsequently  sells or  transfers  all or any part of the  shares
registered in the participant's  name,  automatic  reinvestment will continue as
long as shares are  registered  in the name of the  participant  or held for the
participant by the plan  administrator or until termination of enrollment or the
participant  specifies  otherwise.  Similarly,  if a participant has elected the
"Full Dividend  Reinvestment"  option under the plan and  subsequently  acquires
additional shares registered in the participant's  name,  dividends paid on such
shares will  automatically be reinvested until  termination of enrollment or the
participant  specifies  otherwise.  If,  however,  a participant has elected the
"Partial  Dividend  Reinvestment"  option and subsequently  acquires  additional
shares  that  are  registered  in the  participant's  name,  dividends  will  be
reinvested  according  to the  participant's  instructions  as given on the most
recent shareholder  authorization  form.  Participants may change their dividend
reinvestment elections by submitting a new shareholder  authorization form or by
contacting the plan administrator. However, we remind you that it is unlikely we
will pay cash dividends in the foreseeable future.

23.  WHAT REPORTS ARE SENT TO PARTICIPANTS?

     After any activity  occurs relating to a  participant's  plan account,  the
participant  will be sent a statement of holdings  that will provide a record of
the costs of the shares of our common stock purchased or the price of the shares
sold for that  account,  the  purchase  or sale date and the number of shares of
common stock then in that account. We recommend that you retain these statements
for income tax and general record keeping purposes.

     In addition,  each  participant  will be sent our annual report,  notice of
annual  meeting and proxy  statement  and income tax  information  for reporting
distributions received. All reports and notices from the plan administrator will
be addressed to the participant's last known address. Participants should notify
the plan administrator promptly in writing of any change of address.

24.  MAY A PARTICIPANT TERMINATE HIS OR HER PLAN ACCOUNT?

     Yes, a participant  may terminate his or her plan account by contacting the
plan administrator at the address or telephone number listed in Question 5 or by
utilizing  the cash  investment  and other  transaction  form  attached  to each
statement of holdings.  Participation  will be terminated as soon as practicable
provided  the  request is received  at least  seven  business  days prior to the
payable date for a dividend payment.  If the request is received less than seven
business days prior to the payable date for a dividend payment,  the termination
may be postponed  until after the  reinvestment of any dividends on the dividend
payment  date.  After that time all cash  dividends,  if any, on shares owned by
such participant will be sent to the participant.

     If a purchase of shares on behalf of a participant  pursuant to the plan is
pending,   such  participant  may  not  terminate  enrollment  until  after  the
investment date relating to such pricing period.  Any fractional  shares held in
the plan at the time of  termination  will be  converted to cash on the basis of
the last applicable  investment  price. If a participant's  plan account balance
falls  below  one full  share,  the plan  administrator  reserves  the  right to
liquidate the fraction and remit the proceeds,  less any applicable fees, to the
participant at its address of record.

25.  WHAT HAPPENS WHEN A PARTICIPANT TERMINATES AN ACCOUNT?

     As soon as practicable  after notice of  termination is received,  the plan
administrator  will send to the  participant  (1) a certificate  evidencing  all
whole  shares  of  our  common  stock  held  in  the  account  and  (2) a  check

                                      -12-

representing the value of any fractional  shares of our common stock held in the
account.  After an account is terminated,  we will pay all distributions for the
terminated  account to the  participant  unless  the  participant  re-elects  to
participate in the plan.

     When terminating an account, the participant may request that all shares of
our common stock,  both whole and fractional,  held in the plan account be sold,
or that certain of the shares of such common stock be sold and a certificate  be
issued  for the  remaining  shares.  The plan  administrator  will  remit to the
participant  the  proceeds of any sale of shares of our common  stock,  less the
charges,  fees and  commissions  listed in Question 20. The sale price per share
will be equal to the  weighted  average  price of all shares sold on the trading
day, less brokerage commissions, which are currently $0.12 per share.

26.  WHEN MAY A FORMER PARTICIPANT RE-ELECT TO PARTICIPATE IN THE PLAN?

     Generally,  any former participant may re-elect to participate at any time.
However,  the plan administrator  reserves the right to reject any authorization
form on the grounds of excessive  joining and  withdrawing.  This reservation is
intended to minimize unnecessary  administrative expense and to encourage use of
the plan as a long-term investment service.

27.  WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN?

     The  federal   income  tax   consequences   resulting  from  optional  cash
investments are uncertain.  Participants may be deemed to receive a distribution
from us upon the  purchase of shares  pursuant to the plan in an amount equal to
the  excess,  if any,  of the fair  market  value of the shares  acquired on the
investment  date  plus the  participant's  share of any fees paid by us over the
purchase  price for the shares.  The fair market value of shares  acquired on an
investment  date is not  likely  to differ  from the  amount  of  optional  cash
investment by  participants  making  investments  not  exceeding  $10,000 in any
single month.  Participants  making  investments  exceeding  $10,000 in a single
month who are  eligible  for a discount  may be more likely to have a difference
between the fair market value of shares  acquired on an investment  date and the
amount of optional cash investment.

     Any such deemed  distribution  will be treated as a taxable dividend to the
extent attributable to our current or accumulated  earnings and profits and then
only if other  shareholders  receive or are deemed to receive  distributions  of
cash or other  property  from us. If the  deemed  distribution  is  taxable as a
dividend, the shares purchased under the plan will have a tax basis equal to the
amount  of  the  optional  cash   investment  plus  the  amount  of  the  deemed
distribution,  if any,  which is  treated as a taxable  dividend.  If the deemed
distribution  is  not  treated  as  a  taxable  dividend,  the  effect  of  such
distribution  on a  shareholder's  basis  in his  shares  is  uncertain.  If the
distribution  is  treated as made  solely  with  respect  to the newly  acquired
shares,  or if the shareholder  does not own other shares of our common stock at
the time of the  optional  cash  investment,  the basis of such  newly  acquired
shares will  generally  equal the amount paid for such shares.  However,  if the
distribution  is treated as made with respect to both the newly acquired  shares
(or  fraction  thereof)  and the other  shares of our common  stock held by such
shareholder,  the basis of the newly acquired  shares (or fraction  thereof) may
exceed the amount  paid for such  shares and the basis for the shares held prior
to the optional  investment would be correspondingly  reduced. In any event, the
aggregate  bases for all of a  shareholder's  shares of our common stock will be
equal to the  aggregate  bases for the shares  previously  owned plus the amount
paid for the newly  acquired  shares.  Finally,  it is unclear as to whether any
gain or loss  realized  with  respect to a deemed  nondividend  distribution  in
excess  of  stock  basis  would  be  calculated  on a  per-share  basis or on an
aggregate  basis  for all of the  holder's  shares,  including  the  shares,  or
fraction thereof, purchased under the plan.

     As to reinvested dividends, participants will be treated as having received
a distribution  from us equal to the fair market value on the investment date of
the shares, if any, acquired with reinvested dividends pursuant to the plan plus
the  participant's  share  of any fees  paid by us.  Such  distribution  will be
treated as a taxable  dividend  to the  extent  attributable  to our  current or
accumulated  earnings and profits.  If we do not have earnings and profits,  any
excess  will  first be  treated  as a  tax-free  return  of  capital,  causing a
reduction  in the basis of existing  shares,  and the balance will be treated as
capital gain recognized on a sale or exchange.  A participant's tax basis in the
distributed  shares  will  equal  the fair  market  value of such  shares on the
investment date plus the participant's share of any fees paid by us.

                                      -13-

     A  participant's  holding period for shares  acquired  pursuant to the plan
will begin on the day following the date on which the shares are credited to the
participant's account. When a participant receives certificates for whole shares
credited to the  participant's  account under the plan, the participant will not
realize  any  taxable  income.  However,  a  participant  that  receives  a cash
adjustment for a fraction of a share will realize a gain or loss with respect to
such fraction.  A gain or loss also will be realized by the participant whenever
whole  shares are sold,  either  pursuant  to the  participant's  request,  upon
withdrawal  from the plan or after  withdrawal from the plan. The amount of such
gain or loss will be the  difference  between  the amount  that the  participant
receives  for the  shares  or  fraction  of a share  and  the tax  basis  of the
participant in the shares.

     THE FOREGOING IS ONLY A SUMMARY OF THE FEDERAL INCOME TAX  CONSEQUENCES  OF
PARTICIPATION  IN THE PLAN AND DOES NOT CONSTITUTE  TAX ADVICE.  THIS SUMMARY IS
BASED ON THE  CURRENT  STATE OF  FEDERAL  LAW AND  DOES  NOT TAKE  INTO  ACCOUNT
POSSIBLE CHANGES IN SUCH LAW. ANY SUCH CHANGES MAY HAVE  RETROACTIVE  EFFECT AND
MAY  ADVERSELY  AFFECT THE  DISCUSSION  IN THIS  SUMMARY.  THIS SUMMARY DOES NOT
ADDRESS  THE  SPECIAL  TAX  CONSEQUENCES  THAT  MAY  BE  APPLICABLE  TO  CERTAIN
PARTICIPANTS   SUBJECT   TO  SPECIAL   TAX   TREATMENT   (INCLUDING   TAX-EXEMPT
ORGANIZATIONS, BROKERS, DEALERS AND FOREIGN SHAREHOLDERS). THIS SUMMARY DOES NOT
REFLECT EVERY POSSIBLE OUTCOME THAT COULD RESULT FROM  PARTICIPATION IN THE PLAN
AND,  THEREFORE,  PARTICIPANTS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS FOR
FURTHER  INFORMATION WITH RESPECT TO THE FEDERAL,  FOREIGN,  STATE AND LOCAL TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN.

28.  HOW ARE THE  PARTICIPANT'S  SHARES OF  COMMON  STOCK  VOTED AT  SHAREHOLDER
     MEETINGS?

     The plan administrator will send participants proxy materials,  including a
proxy card,  relating to both the shares for which  participants  hold  physical
certificates  and the  shares of our common  stock held in their plan  accounts.
Shares  will be voted at  shareholder  meetings as that  participant  directs by
proxy. Shares of our common stock may also be voted in person at the meeting.

29.  WHAT IS THE  RESPONSIBILITY  OF IRON  MOUNTAIN  AND THE PLAN  ADMINISTRATOR
     UNDER THE PLAN?

     We and the plan  administrator,  in administering  the plan, are not liable
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability:

     o    with  respect to the  prices  and times at which  shares of our common
          stock are purchased or sold for a participant; or

     o    with  respect to any  fluctuation  in market value before or after any
          purchase or sale of shares of our common stock; or

     o    arising out of any failure to terminate a  participant's  account upon
          that participant's death prior to the plan administrator's  receipt of
          notice in writing of the death.

Neither we nor the plan  administrator can provide any assurance of a profit, or
protect a participant from a loss, on shares of our common stock purchased under
the plan. These  limitations of liability do not affect any liabilities  arising
under the federal securities laws, including the Securities Act.

     The plan  administrator may resign as plan administrator of the plan at any
time, in which case we will appoint a successor plan administrator. In addition,
we may replace the plan administrator with a successor plan administrator at any
time.

                                      -14-


30.  WHAT HAPPENS IF WE MAKE A  DISTRIBUTION  OF SHARES OF COMMON STOCK OR SPLIT
     OUR SHARES?

     If there is a  distribution  payable  in  shares of our  common  stock or a
common  stock  split,  the plan  administrator  will  receive  and credit to the
participant's  plan account the  applicable  number of whole  and/or  fractional
shares of common stock based on the number of shares of common stock held in the
participant's  plan account and  registered  in the  participant's  name.  If we
effect a reverse  stock split,  the number of shares held in each  participant's
plan account will be proportionately reduced.

31.  WHAT HAPPENS IF WE HAVE A RIGHTS OFFERING?

     If we have a rights offering in which  separately  tradable and exercisable
rights are issued to registered  holders of shares of our common stock,  we will
transfer the rights  attributable  to whole shares of our common stock held in a
participant's  plan account and registered in the participant's name to the plan
participant as promptly as practicable after the rights are issued.

32.  MAY A  PARTICIPANT  PLEDGE  SHARES OF COMMON  STOCK HELD IN HIS OR HER PLAN
     ACCOUNT?

     A participant  may not pledge shares of our common stock held in his or her
plan account,  and any such  purported  pledge will be void. A  participant  who
wishes to pledge shares of our common stock must request that a certificate  for
those  shares  first be issued in the  participant's  name or  transferred  to a
brokerage account.

33.  MAY WE SUSPEND OR TERMINATE THE PLAN?

     We may  suspend  or  terminate  the  plan at any  time.  If we  suspend  or
terminate the plan, all funds held by us for investment will be returned without
interest.  We also  reserve the right to modify,  suspend,  terminate  or refuse
participation in the plan to any person at any time.

34.  MAY WE AMEND THE PLAN?

     We may  amend  or  supplement  the  plan  at any  time.  Any  amendment  or
supplement  will only be effective  upon mailing  appropriate  written notice at
least 30 days prior to the effective date thereof to each  participant.  Written
notice  is not  required  when  an  amendment  or  supplement  is  necessary  or
appropriate  to comply with the rules or policies of the Securities and Exchange
Commission,  the Internal Revenue Service or other regulatory  authority or law,
or when an  amendment or  supplement  does not  materially  affect the rights of
participants.  The  amendment or  supplement  will be deemed to be accepted by a
participant unless,  prior to the effective date thereof, the plan administrator
receives written notice of the termination of a participant's plan account.  Any
amendment may include an  appointment  by the plan  administrator  or by us of a
successor bank or agent,  in which event we are authorized to pay that successor
bank  or  agent  for  the  account  of the  participant  all  distributions  and
distributions  payable on shares of our common stock held by the participant for
application by that successor bank or agent as provided in the plan.

35.  WHAT HAPPENS IF WE TERMINATE THE PLAN?

     If the plan is terminated,  each participant will receive (1) a certificate
for all whole shares of our common stock held in the participant's  plan account
and (2) a check  representing  the value of any fractional  shares of our common
stock held in the  participant's  plan account and any uninvested  distributions
held in the account.

36.  WHO INTERPRETS AND REGULATES THE PLAN?

     We are authorized to issue such interpretations, adopt such regulations and
take such action as we may deem reasonably necessary to effectuate the plan. Any
action  we or the plan  administrator  take to  effectuate  the plan in the good
faith exercise of our judgment will be binding on participants.

                                      -15-

                                 USE OF PROCEEDS

     Unless otherwise described in a prospectus supplement, we intend to use the
net proceeds from the sale of our common stock offered  pursuant to the plan for
general corporate purposes, which may include acquisitions,  investments and the
repayment  of  indebtedness  outstanding  at a  particular  time.  Pending  this
utilization,  the proceeds from the sale of our common stock offered pursuant to
the plan will be invested in  short-term,  dividend-paying  or  interest-bearing
investment grade securities.

                              PLAN OF DISTRIBUTION

     Subject  to the  discussion  below,  we will  distribute  newly  issued  or
treasury shares of our common stock sold under the plan,  rather than through an
underwriter,  broker or dealer. There are no brokerage commissions in connection
with the purchases of such newly issued or treasury shares of common stock.

     In connection with the  administration  of the plan, we may be requested to
approve  investments  made  pursuant to  requests  for waiver by or on behalf of
participants or other investors who may be engaged in the securities business.

     Persons who acquire shares of common stock through the plan and resell them
shortly after  acquiring  them,  including  coverage of short  positions,  under
certain circumstances, may be participating in a distribution of securities that
would require compliance with Regulation M under the Securities  Exchange Act of
1934  and  may be  considered  to be  underwriters  within  the  meaning  of the
Securities  Act of 1933.  We will not  extend to any such  person  any rights or
privileges other than those to which it would be entitled as a participant,  nor
will we enter into any  agreement  with any such person  regarding the resale or
distribution  by any such person of the shares of our common stock so purchased.
We may, however, accept investments made pursuant to requests for waiver by such
persons.

     From time to time, financial intermediaries, including brokers and dealers,
and other  persons may engage in  positioning  transactions  in order to benefit
from any waiver  discounts  applicable to investments  made pursuant to requests
for waiver under the plan.  Those  transactions  may cause  fluctuations  in the
trading  volume of our common  stock.  Financial  intermediaries  and such other
persons who engage in positioning transactions may be deemed to be underwriters.
We have no arrangements or understandings,  formal or informal,  with any person
relating  to the sale of shares of our  common  stock to be  received  under the
plan. We reserve the right to modify, suspend or terminate  participation in the
plan by otherwise eligible persons to eliminate  practices that are inconsistent
with the purpose of the plan.

     We will pay any and all brokerage commissions and related expenses incurred
in connection with purchases of our common stock under the plan. Upon withdrawal
by a  participant  from the plan by the sale of shares of our common  stock held
under the plan,  the  participant  will receive the proceeds of that sale less a
service charge, brokerage commission and any applicable  withholdings,  transfer
or other taxes.

     Our common stock may not be available under the plan in all states.  We are
not  making an offer to sell our  common  stock in any state  where the offer or
sale is not permitted.

                         SALES OF SHARES BY PARTICIPANTS

     Participants  that  request the sale of any of their shares of common stock
held in the plan must pay a service  charge  equal to $15.00,  plus a commission
currently  equal to $0.12 per share,  plus any applicable  taxes.  Shares of our
common stock may not be available under the plan in all states.  This prospectus
does not constitute an offer to sell, or a solicitation  of an offer to buy, any
shares  of our  common  stock  or other  securities  in any  state or any  other
jurisdiction  to any  person to whom it is  unlawful  to make such offer in such
jurisdiction.

                                      -16-

                       VALIDITY OF THE OFFERED SECURITIES

     Sullivan  &  Worcester  LLP,  Boston,  Massachusetts,  will  pass  upon the
validity of the common stock offered pursuant to this prospectus.  As to certain
matters of Pennsylvania  law, Sullivan & Worcester LLP will rely upon an opinion
of Ballard  Spahr Andrews & Ingersoll,  LLP,  Philadelphia,  Pennsylvania.  Jas.
Murray  Howe is of counsel to  Sullivan & Worcester  LLP and  beneficially  owns
45,000 shares of common stock.

                                     EXPERTS

     The consolidated financial statements of Iron Mountain Incorporated and its
subsidiaries  for the three years ended December 31, 2000, and its  supplemental
schedule,  Valuation and Qualifying  Accounts,  included in its Annual Report on
Form 10-K for the year  ended  December  31,  2000,  dated  March  23,  2001 and
incorporated by reference into this registration statement, have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as set forth in their
reports. In their report on Iron Mountain's  consolidated  financial statements,
that firm states  that,  with  respect to certain  subsidiaries,  its opinion is
based on the report of RSM Robson Rhodes,  independent public  accountants.  The
consolidated financial statements and supporting schedule referred to above have
been  incorporated  by reference  herein in reliance upon the authority of those
two firms as experts in giving said reports.

     The consolidated  financial statements of Iron Mountain Incorporated (f/k/a
Pierce Leahy Corp.), and its subsidiaries for the three years ended December 31,
1999, and its supplemental schedule, Valuation and Qualifying Accounts, included
in its Annual  Report on Form 10-K for the year ended  December 31, 1999,  dated
March 30, 2000,  have been audited by Arthur  Andersen LLP,  independent  public
accountants,  as  indicated  in their  reports  with  respect  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said reports.

     The  financial  statements  of Data Base,  Inc. and Affiliate for the three
years ended  December 31, 1998,  included in Iron  Mountain's  Current Report on
Form 8-K dated April 16, 1999, have been audited by Moss Adams LLP,  independent
public accountants,  as indicated in their report with respect thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

     The financial  statements of Data Storage  Center,  Inc. as of December 31,
1998  and  1999,  and  for the  years  then  ended,  included  in Iron  Mountain
Incorporated's  Current Report on Form 8-K dated May 15, 2000, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated  herein by reference,  and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and current reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment of a duplicating fee to the SEC.  Please call the SEC at  1-800-SEC-0330
for further  information on the operation of the public reference rooms. You can
review our SEC filings and the  registration  statement by  accessing  the SEC's
Internet site at http://www.sec.gov.  Our common stock is listed on the New York
Stock Exchange where reports,  proxy statements and other information concerning
us can also be  inspected.  The  offices  of the NYSE  are  located  at 20 Broad
Street, New York, New York 10005.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered  to be  part  of  this  prospectus.  Statements  in  this  prospectus
regarding  the contents of any  contract or other  document may not be complete.
You  should  refer to the copy of the  contract  or other  document  filed as an
exhibit to the registration statement. Later information filed with the SEC will
update and supersede  information we have included or  incorporated by reference
in this prospectus.

                                      -17-

We incorporate by reference the following documents filed by us:

     o    Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          2000.

     o    Quarterly  Reports on Form 10-Q for the quarters  ended March 31, June
          30 and September 30, 2001.

     o    Current  Reports  on Form 8-K filed  March 23,  2001,  April 3,  2001,
          September 7, 2001, September 17, 2001 and December 13, 2001.

     o    The  description  of our common stock  contained  in the  Registration
          Statement on Form 8-A dated May 27, 1997, including all amendments and
          reports filed for the purpose of updating such description.

In addition to the  documents  listed  above,  we  incorporate  by reference any
future filings made by us, including  filings made prior to the effectiveness of
this  registration  statement,  with the SEC under Section 13(a),  13(c),  14 or
15(d)  of the  Securities  Exchange  Act  of  1934  until  our  offering  of the
securities made by this prospectus is completed or terminated.

     We will provide you with a copy of the information we have  incorporated by
reference,  excluding exhibits other than those to which we specifically  refer.
You may obtain this  information at no cost by writing or telephoning us at: 745
Atlantic  Avenue,  Boston,  Massachusetts  02111,  (617)  535-4799,   Attention:
Investor Relations.


                                      -18-


                                   SCHEDULE A

                  IMPORTANT DATES FOR OPTIONAL CASH INVESTMENTS

                                   (2002-2003)

THRESHOLD PRICE AND
  WAIVER DISCOUNT       CASH PURCHASE        PRICING PERIOD      CASH PURCHASE
 ANNOUNCEMENT DATE         DUE DATE        COMMENCEMENT DATE    INVESTMENT DATE

     03/05/02              03/07/02             03/08/02            03/25/02
     04/05/02              04/09/02             04/10/02            04/25/02
     05/07/02              05/09/02             05/10/02            05/28/02
     06/05/02              06/07/02             06/10/02            06/25/02
     07/05/02              07/09/02             07/10/02            07/25/02
     08/06/02              08/08/02             08/09/02            08/26/02
     09/05/02              09/09/02             09/10/02            09/25/02
     10/07/02              10/09/02             10/10/02            10/25/02
     11/05/02              11/07/02             11/08/02            11/25/02
     12/05/02              12/09/02             12/10/02            12/26/02
     01/06/03              01/08/03             01/09/03            01/27/03
     02/04/03              02/06/03             02/07/03            02/25/03
     03/05/03              03/07/03             03/10/03            03/25/03
     04/04/03              04/08/03             04/09/03            04/25/03
     05/06/03              05/08/03             05/09/03            05/27/03
     06/05/03              06/09/03             06/10/03            06/25/03
     07/07/03              07/09/03             07/10/03            07/25/03
     08/05/03              08/07/03             08/08/03            08/25/03
     09/05/03              09/09/03             09/10/03            09/25/03
     10/07/03              10/09/03             10/10/03            10/27/03
     11/05/03              11/07/03             11/10/03            11/25/03
     12/05/03              12/09/03             12/10/03            12/26/03





                           IMPORTANT TELEPHONE NUMBERS

TO OBTAIN                                                                                     CALL
                                                                                          
Information Concerning Your Plan Account..................................................... (866) 897-1803
Authorization and enrollment forms,.......................................................... (866) 897-1803
Whether Requests for Waiver are being accepted; Price and Discount Information............... (617) 535-4799
Requests for Waiver.......................................................................... (617) 535-4799


                                      -19-


                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.          Other Expenses of Issuance and Distribution

    Set forth below is an estimate (except in the case of the registration  fee)
of the  amount  of fees and  expenses  to be  incurred  in  connection  with the
issuance and distribution of the offered shares  registered  hereby,  other than
underwriting  discounts and commission,  if any, incurred in connection with the
sale of the offered  shares.  All such  amounts  will be borne by Iron  Mountain
Incorporated ("Iron Mountain" or the "Company").

    Registration Fee Under Securities Act of 1933.........       $108,750
    Blue Sky Fees and Expenses............................         10,000
    Legal Fees and Expenses...............................        300,000
    Accounting Fees and Expenses..........................        300,000
    Printing and Engraving Expenses.......................        100,000
    Trustee's Fees (including counsel fees)...............        100,000
    Rating Agencies Fees..................................        100,000
    Miscellaneous Fees and Expenses.......................        100,000
                                                               ----------
         Total:...........................................     $1,118,750
                                                               ==========
Item 15. Indemnification of Directors and Officers

    Subchapter D (Sections 1741 through 1750) of Chapter 17 of the  Pennsylvania
Business  Corporation Law of 1988, as amended (the "PBCL"),  contains provisions
for mandatory and discretionary  indemnification  of a corporation's  directors,
officers,  employees  and agents  (collectively  "Representatives")  and related
matters.

    Under Section 1741,  subject to certain  limitations,  a corporation has the
power to indemnify directors,  officers and other  Representatives under certain
prescribed   circumstances   against  expenses   (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is a party or  threatened to be made party by reason of he or she or she being a
Representative  of the  corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other  enterprise,  if he or she  acted in good  faith and in a manner he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation  and,  with respect to any criminal  proceeding,  had no  reasonable
cause to believe his or her conduct was unlawful.  The termination of any action
or proceeding by judgment, order or settlement or conviction upon a plea of nolo
contendere shall not itself create a presumption that the Representative did not
act in good faith and in a manner he or she reasonably believes to be in, or not
opposed  to, the best  interests  of the  corporation,  and with  respect to any
criminal proceeding, has reasonable cause to believe that his or her conduct was
unlawful.

    Section 1742 provides for  indemnification  with respect to  derivative  and
corporate   actions   similar  to  that  provided  by  Section  1741.   However,
indemnification  is not  provided  under  Section  1742 in respect of any claim,
issue or matter as to which a  Representative  has been adjudged to be liable to
the corporation  unless and only to the extent that the proper court  determines
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the  case,  a  Representative  is fairly  and  reasonably
entitled to indemnity for the expenses that the court deems proper.

    Section 1743 provides that  indemnification  against  expenses  actually and
reasonably  incurred is mandatory to the extent that a  Representative  has been
successful  on the  merits  or  otherwise  in  defense  of any  such  action  or
proceeding referred to in Section 1741 or 1742.

    Section 1744 provides that unless  ordered by a court,  any  indemnification
under Section 1741 or 1742 shall be made by the corporation as authorized in the
specific case upon a determination  that  indemnification of a Representative is
proper because the  Representative met the applicable  standard of conduct,  and
such  determination will be made by the board of directors by a majority vote of
a quorum of directors  not parties to the action or  proceeding;  if a quorum is
not  obtainable or is obtainable  and a majority of  disinterested  directors so
directs,  by  independent  legal  counsel  in  a  written  opinion;  or  by  the
shareholders.
                                      II-1

    Section  1745  provides  that  expenses  incurred  by  a  Representative  in
defending any action or proceeding  referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the  corporation in advance of the final  disposition of
such action or proceeding upon receipt of any undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation.

    Section 1746 provides  generally  that,  except in any case where the act or
failure to act giving rise to the claim for  indemnification  is determined by a
court   to  have   constituted   willful   misconduct   or   recklessness,   the
indemnification  and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL  shall not be  deemed  exclusive  of any other  rights to which a
Representative  seeking  indemnification  or  advancement  of  expenses  may  be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding that office.

    Section  1747  grants a  corporation  the  power to  purchase  and  maintain
insurance on behalf of any Representative  against any liability incurred by him
or her  in  his  or  her  capacity  as a  Representative,  whether  or  not  the
corporation  would have the power to indemnify him against that liability  under
Subchapter D of Chapter 17 of the PBCL.

    Section 1748 and 1749 apply the  indemnification and advancement of expenses
provisions  contained  in  Subchapter  D of Chapter 17 of the PBCL to  successor
corporations resulting from consolidation,  merger or division and to service as
a representative of a corporation with respect to an employee benefit plan.

    Section 7.2 of the Company's  bylaws provides  indemnification  to directors
and officers  for all actions  taken by them and for all failures to take action
to the fullest  extent  permitted  by  Pennsylvania  law  against  all  expense,
liability and loss  reasonably  incurred or suffered by them in connection  with
any  threatened,  pending or completed  action,  suit or proceeding  (including,
without  limitation,  an action,  suit or  proceeding  by or in the right of the
Company),  whether civil,  criminal,  administrative,  investigative  or through
arbitration.  Section 7.2 also  permits the  Company,  by action of its board of
directors, to indemnify officers, employees and other persons to the same extent
as directors.  Amendments,  repeals or  modifications of Section 7.2 can only be
prospective  and such changes require the unanimous vote of all of the directors
then  serving  or the  affirmative  vote of the  holders  of a  majority  of the
outstanding  shares of stock of the  Company  entitled to vote in  elections  of
directors. Section 7.2 further permits the Company to maintain insurance, at its
expense,  for the benefit of any person on behalf of whom insurance is permitted
to be  purchased by  Pennsylvania  law against any such  expenses,  liability or
loss,  whether or not the Company would have the power to indemnify  such person
against such expense, liability or loss under Pennsylvania or other law.

    Pursuant to a certain employment agreement,  dated February 1, 2000, between
Iron Mountain (f/k/a Pierce Leahy Corp.) and J. Peter Pierce, a director of Iron
Mountain,  Mr. Pierce received specific  indemnification  rights. In addition to
those rights he or she holds generally as a director pursuant to our bylaws, Mr.
Pierce is entitled (i) to obtain an advance of all costs and  expenses  incurred
in connection  with any  proceeding  giving rise to a potential  indemnification
claim within  twenty (20) days of receipt by Iron Mountain of a request for such
amounts,  and (ii) to  indemnification if in fact he or she meets the applicable
standard  of  conduct,  without  regard to any  determination  by Iron  Mountain
(whether through the board, the shareholders, independent legal counsel or other
party) regarding such conduct.  Mr. Pierce's  written consent,  which may not be
unreasonably   withheld,  is  required  before  Iron  Mountain  may  settle  any
proceeding or claim which would impose any penalty or limitation on Mr. Pierce.

    Reference is made to the Underwriting  Agreements  (Exhibits 1.1 through 1.5
hereto),  which  may  contain  certain  provisions  for  indemnification  by the
underwriters of the Company,  directors,  officers and controlling persons under
certain circumstances.

Item 16. Exhibits

    Certain exhibits  indicated below are incorporated by reference to documents
of Iron  Mountain  on file with the  Securities  and  Exchange  Commission  (the
"SEC").  Exhibit  numbers in  parentheses  refer to the  exhibit  numbers in the
applicable filing.


                                      II-2





 Exhibit No.                                        Item                                               Exhibit
 -----------                                        ----                                               -------
                                                                                             
     1.1       Form of Underwriting Agreement (for Debt Securities).                                      *

     1.2       Form of Underwriting Agreement (for Preferred Stock).                                      *

     1.3       Form of Underwriting Agreement (for Depositary Shares).                                    *

     1.4       Form of Underwriting Agreement (for Common Stock).                                         *

     1.5       Form of Underwriting Agreement (for Warrants).                                             *

     1.6       Form of Underwriting Agreement (for Stock Purchase Contracts).                             *

     1.7       Form of Underwriting Agreement (for Stock Purchase Units).                                 *

     1.8       Form of Underwriting Agreement (for Trust Preferred Securities).                           *

     2.1       Asset Purchase and Sale Agreement, dated February 18, 2000, by and among Iron           (2.1)3
               Mountain Records Management, Inc. ("IMRM"), Data Storage Center, Inc., DSC of
               Florida, Inc., DSC of Massachusetts, Inc., and Suddath Van Lines, Inc.

     2.2       Amendment No. 1 to Asset Purchase and Sale Agreement, dated May 1, 2000, by             (2.1)6
               and among IMRM, Data Storage Center, Inc., DSC of Florida, Inc., DSC of
               Massachusetts, Inc., Suddath Van Lines, Inc. and Suddath Family Trust U/A
               11/8/79.

     2.3       Agreement  and Plan of Merger,  dated as of October  20,  1999,  by and between         (2.1)4
               Iron Mountain and Pierce Leahy.

     2.4       Stock Purchase Agreement, dated as of February 28, 1999, by and among the               (2.10)1
               Company, Data Base, Inc. ("Data Base") and all of the stockholders of Data
               Base. (confidential treatment granted as to certain portions).

     2.6       First Amendment to Stock Purchase Agreement, dated as of April 8, 1999, by and          (10.1)2
               among the Company, Data Base and all of the stockholders of Data Base.

     4.1       Form of Senior Indenture.                                                           Filed herewith as
                                                                                                      Exhibit 4.1

     4.2       Form of Senior Subordinated Indenture.                                              Filed herewith as
                                                                                                      Exhibit 4.2

     4.3       Form of Subordinated Indenture.                                                     Filed herewith as
                                                                                                      Exhibit 4.3

     4.4       Form of Senior Debt Security.                                                              *

     4.5       Form of Senior Subordinated Debt Security.                                                 *

     4.6       Form of Subordinated Debt Security.                                                        *

     4.7       Form of stock certificate representing shares of Common Stock, $.01 par value           (4.1)5
               per share, of the Company.

     4.8       Form of Statement with Respect to Shares for shares of Preferred Stock, $.01               *
               par value per share, of the Company.



                                      II-3




 Exhibit No.                                        Item                                               Exhibit
 -----------                                        ----                                               -------
                                                                                             

     4.9       Form of stock certificate representing shares of Preferred Stock, $.01 par                 *
               value per share, of the Company.

    4.10       Form of Deposit Agreement, including form of Depositary Receipt for Depositary             *
               Shares.

    4.11       Form of Warrant Agreement, including form of Warrant.                                      *

    4.12       Form of Stock Purchase Contract.                                                           *

    4.13       Form of Stock Purchase Unit.                                                               *

    4.14       Declaration  of Trust of IM Capital Trust I, dated as of December                       (4.15)9
               10, 2001, among the Company, The Bank of New York, The Bank of
               New York (Delaware) and John P. Lawrence, as trustees.

    4.15       Form of Amended and Restated Declaration of Trust of IM Capital Trust I.                (4.16)9

    4.16       Certificate of Trust of IM Capital Trust I.                                             (4.17)9

    4.17       Form of Trust Preferred Security.                                                     Included in
                                                                                                    Exhibit 4.15

    4.18       Form of Iron Mountain Incorporated Guarantee Agreement.                                 (4.19)9

     5.1       Opinion of Sullivan & Worcester LLP.                                                    (5.1)9

     5.2       Opinion of Ballard Spahr Andrews & Ingersoll, LLP.                                      (5.2)9

     5.3       Opinion of Richards, Layton & Finger, P.A., relating to IM Capital Trust I.             (5.3)9

      8        Opinion of Sullivan & Worcester LLP regarding tax matters.                                 *

     12        Statement Regarding Computation of Ratios of Earnings to Fixed Charges.                  (12)9

    23.1       Consent of Sullivan & Worcester LLP.                                                  Included in
                                                                                                     Exhibit 5.1

    23.2       Consent of Ballard Spahr Andrews & Ingersoll, LLP.                                    Included in
                                                                                                     Exhibit 5.2

    23.3       Consent of Richards, Layton & Finger, P.A.                                            Included in
                                                                                                     Exhibit 5.3

    23.4       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania).              (23.4)9

    23.5       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania                (23.5)9
               (f/k/a Pierce Leahy Corp.)).

    23.6       Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Britannia             (23.6)9
               Data Management Limited)).

    23.7       Consent of Moss Adams LLP (Data Base, Inc. and Affiliate).                              (23.7)9

    23.8       Consent of Deloitte & Touche LLP (Data Storage Center, Inc.).                           (23.8)9

     24        Powers of Attorney.                                                                      (24)9

    25.1       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Indenture.



                                      II-4




 Exhibit No.                                        Item                                               Exhibit
 -----------                                        ----                                               -------
                                                                                             

    25.2       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Subordinated Indenture.

    25.3       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Subordinated Indenture.

    25.4       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act       Filed herewith as
               of 1939, as amended, of the trustee under the Amended and Restated Declaration         Exhibit 25.4
               of Trust of IM Capital Trust I.

    25.5       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act       Filed herewith as
               of 1939, as amended, of the trustee under the Iron Mountain Incorporated               Exhibit 25.5
               Guarantee Agreement for IM Capital Trust I.

- -------------
<FN>

*        To be filed by amendment  or  incorporated  by reference in  connection
         with the offering of offered securities, as appropriate.

1.       Filed as an exhibit to the Company's  Annual Report on Form 10-K for the year ended December 31, 1998,  filed with the SEC,
         File No. 0-27584.
2.       Filed as an exhibit to the Company's Current Report on Form 8-K dated April 16, 1999, filed with the SEC, File No. 0-27584.
3.       Filed as an exhibit to the Company's  Annual Report on Form 10-K for the year ended December 31, 1999,  filed with the SEC,
         File No. 1-13045.
4.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, filed with the
         SEC, File No. 1-14937.
5.       Filed as an exhibit to the  Company's  Current  Report on Form 8-K dated  February  1, 2000,  filed with the SEC,  File No.
         1-13045.
6.       Filed as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2000,  filed with the
         SEC, File No. 1-13045.
7.       Filed as an exhibit to Amendment No. 1 to the Company's Registration Statement No. 333-54030, filed with the SEC on January
         29, 2001.
8.       Filed as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2001,  filed with the
         SEC, File No. 1-13045.
9.       Filed as an exhibit to the Company's Registration Statement No. 333-75068, filed with the SEC on December 13, 2001.
</FN>


                                      II-5

Item 17.          Undertakings

(a) The undersigned registrants hereby undertake:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   this   registration   statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the SEC pursuant to Rule 424(b) under the Securities Act if,
               in the  aggregate,  the changes in volume and price  represent no
               more than a 20 percent change in the maximum  aggregate  offering
               price set forth in the "Calculation of Registration Fee" table in
               the effective registration statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  registration
               statement  or any  material  change to such  information  in this
               registration statement;

     provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment by
     those  paragraphs  is  contained  in the  periodic  reports  filed  with or
     furnished  to the SEC by Iron  Mountain  pursuant  to Section 13 or Section
     15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
     Act"), that are incorporated by reference in this registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The undersigned registrants hereby further undertake that, for the purposes
     of determining  any liability under the Securities Act, each filing of Iron
     Mountain's  annual report pursuant to Section 13(a) or Section 15(d) of the
     Exchange Act (and,  where  applicable,  each filing of an employee  benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in this registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrants  pursuant  to the  provisions  described  under Item 15 of this
     registration  statement,  or otherwise,  the registrants  have been advised
     that in the  opinion  of the SEC such  indemnification  is  against  public
     policy as expressed in the Securities Act and is, therefore, unenforceable.
     In the event  that a claim for  indemnification  against  such  liabilities
     (other than the payment by the registrants of expenses  incurred or paid by
     a  director,  officer  or  controlling  person  of the  registrants  in the
     successful  defense of any action,  suit or proceeding) is asserted by such
     director,  officer or controlling  person in connection with the securities
     being  registered,  the  registrants  will,  unless in the opinion of their
     counsel the matter has been settled by controlling  precedent,  submit to a
     court of appropriate jurisdiction the question whether such indemnification
     by it is against  public policy as expressed in the Securities Act and will
     be governed by the final adjudication of such issue.

                                      II-6


(d)  The undersigned registrants hereby undertake that:

     (1)  For purposes of determining  any liability  under the Securities  Act,
          the information  omitted from the form of prospectus  filed as part of
          this  registration  statement in reliance upon Rule 430A and contained
          in a form of  prospectus  filed  by  Iron  Mountain  pursuant  to Rule
          424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
          be part of this registration  statement as of the time it was declared
          effective;

     (2)  For purposes of determining  any liability  under the Securities  Act,
          each post-effective amendment that contains a form of prospectus shall
          be  deemed  to  be  a  new  registration  statement  relating  to  the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

(e)  The undersigned registrants hereby undertake to file an application for the
     purpose  of  determining  the  eligibility  of each  trustee  to act  under
     subsection  (a) of  Section  310 of the  Trust  Indenture  Act of 1939,  as
     amended  (the  "Act"),   in  accordance  with  the  rules  and  regulations
     prescribed by the SEC under Section 305(b)(2) of the Act.


                                      II-7

                                   SIGNATURES

    Pursuant to the  requirements of the Securities  Act, the Company  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused  this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Boston, Commonwealth of Massachusetts, on February 11, 2002.

                                  IRON MOUNTAIN INCORPORATED


                                   By: /s/ John F. Kenny, Jr.
                                      John F. Kenny, Jr.
                                      Executive Vice President
                                      Chief Financial Officer and Director


    Pursuant  to the  requirements  of the  Securities  Act,  this  registration
statement  on Form S-3 has been  signed  below by the  following  persons in the
capacities and on the dates indicated.



     Signature                    Title                             Date
     ---------                    -----                             ----

*_____________________    Chairman, Chief Executive Officer,   February 11, 2002
C. Richard Reese          President and Director

/s/ John F. Kenny, Jr.    Executive Vice President, Chief      February 11, 2002
John F. Kenny, Jr.        Financial Officer and Director

*_____________________    Director                             February 11, 2002
Clarke H. Bailey

*_____________________    Director                             February 11, 2002
Constantin R. Boden

*_____________________    Director                             February 11, 2002
Kent P. Dauten

______________________    Director                             February 11, 2002
Eugene B. Doggett

                                      II-8


*_____________________    Director                             February 11, 2002
B. Thomas Golisano

*_____________________    Director                             February 11, 2002
Arthur D. Little

*_____________________    Director                             February 11, 2002
J. Peter Pierce

*_____________________    Director                             February 11, 2002
Howard D. Ross

*_____________________    Director                             February 11, 2002
Vincent J. Ryan

*_____________________    Vice President and                   February 11, 2002
Jean A. Bua               Corporate Controller


* By: /s/ John F. Kenny, Jr.
     John F. Kenny, Jr.
     ATTORNEY-IN-FACT PURSUANT TO THE
     POWERS OF ATTORNEY PREVIOUSLY PROVIDED
     AS PART OF THIS REGISTRATION STATEMENT.



                                      II-9



    Pursuant to the  requirements  of the  Securities  Act,  IM Capital  Trust I
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on February
11, 2002.

                         IM CAPITAL TRUST I

                         By: Iron Mountain Incorporated, as Sponsor


                         By: /s/ John F. Kenny, Jr.
                            John F. Kenny, Jr.
                            Executive Vice President
                            Chief Financial Officer and Director

                                   II-10


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Act, Arcus Data Security,
LLC, COMAC,  Inc., DSI Technology Escrow Services,  Inc., Iron Mountain Business
Trust #1, Iron Mountain  Confidential  Destruction  LLC,  Iron Mountain  Global,
Inc., Iron Mountain Global, LLC, Iron Mountain Information Management,  Inc. and
Mountain  Real Estate  Assets,  Inc.  have each duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on February
11, 2002.


                               COMAC, INC.
                               DSI TECHNOLOGY ESCROW SERVICES, INC.
                               IRON MOUNTAIN GLOBAL, INC.
                               IRON MOUNTAIN INFORMATION MANAGEMENT, INC.
                               MOUNTAIN REAL ESTATE ASSETS, INC.



                               By: *_______________________
                               Name:  C. Richard Reese
                               Title: Sole Director


                               IRON MOUNTAIN CONFIDENTIAL DESTRUCTION LLC



                               By:  Iron Mountain Information Management, Inc.
                                       Its Manager

                               By: *_______________________
                               Name:  C. Richard Reese
                               Title: Sole Director



                               IRON MOUNTAIN GLOBAL, LLC

                               By:  Iron Mountain Global, Inc.,
                                       Its Manager

                               By: *_______________________
                               Name:  C. Richard Reese
                               Title: Sole Director


                                     II-11


                               ARCUS DATA SECURITY, LLC

                               By:  Iron Mountain Information Managment, Inc.
                                       Its Sole Member

                               By: *_______________________
                                       C. Richard Reese
                                        Sole Director

                               IRON MOUNTAIN BUSINESS TRUST #1

                               *___________________________
                               C. Richard Reese, Trustee

                               /s/ John F. Kenny, Jr.
                               John F. Kenny, Jr., Trustee

                               *___________________________
                               Garry B. Watzke, Trustee



* By: /s/ John F. Kenny, Jr.
     John F. Kenny, Jr.
     ATTORNEY-IN-FACT PURSUANT TO THE
     POWERS OF ATTORNEY PREVIOUSLY PROVIDED
     AS PART OF THIS REGISTRATION STATEMENT.



                                     II-12




                                                   EXHIBIT INDEX


 Exhibit No.                                        Item                                               Exhibit
                                                                                                   

     1.1       Form of Underwriting Agreement (for Debt Securities).                                      *

     1.2       Form of Underwriting Agreement (for Preferred Stock).                                      *

     1.3       Form of Underwriting Agreement (for Depositary Shares).                                    *

     1.4       Form of Underwriting Agreement (for Common Stock).                                         *

     1.5       Form of Underwriting Agreement (for Warrants).                                             *

     1.6       Form of Underwriting Agreement (for Stock Purchase Contracts).                             *

     1.7       Form of Underwriting Agreement (for Stock Purchase Units).                                 *

     1.8       Form of Underwriting Agreement (for Trust Preferred Securities).                           *

     2.1       Asset Purchase and Sale Agreement, dated February 18, 2000, by and among Iron           (2.1)3
               Mountain Records Management, Inc. ("IMRM"), Data Storage Center, Inc., DSC of
               Florida, Inc., DSC of Massachusetts, Inc., and Suddath Van Lines, Inc.

     2.2       Amendment No. 1 to Asset Purchase and Sale Agreement, dated May 1, 2000, by             (2.1)6
               and among IMRM, Data Storage Center, Inc., DSC of Florida, Inc., DSC of
               Massachusetts, Inc., Suddath Van Lines, Inc. and Suddath Family Trust U/A
               11/8/79.

     2.3       Agreement  and Plan of Merger,  dated as of October  20,  1999,  by and between         (2.1)4
               Iron Mountain and Pierce Leahy.

     2.4       Stock Purchase Agreement, dated as of February 28, 1999, by and among the               (2.10)1
               Company, Data Base, Inc. ("Data Base") and all of the stockholders of Data
               Base. (confidential treatment granted as to certain portions).

     2.6       First Amendment to Stock Purchase Agreement, dated as of April 8, 1999, by and          (10.1)2
               among the Company, Data Base and all of the stockholders of Data Base.

     4.1       Form of Senior Indenture.                                                           Filed herewith as
                                                                                                      Exhibit 4.1

     4.2       Form of Senior Subordinated Indenture.                                              Filed herewith as
                                                                                                      Exhibit 4.2

     4.3       Form of Subordinated Indenture.                                                     Filed herewith as
                                                                                                      Exhibit 4.3

     4.4       Form of Senior Debt Security.                                                              *

     4.5       Form of Senior Subordinated Debt Security.                                                 *

     4.6       Form of Subordinated Debt Security.                                                        *

     4.7       Form of stock certificate representing shares of Common Stock, $.01 par value           (4.1)5
               per share, of the Company.

     4.8       Form of Statement with Respect to Shares for shares of Preferred Stock, $.01               *
               par value per share, of the Company.




 Exhibit No.                                        Item                                               Exhibit
                                                                                                   
     4.9       Form of stock certificate representing shares of Preferred Stock, $.01 par                 *
               value per share, of the Company.

    4.10       Form of Deposit Agreement, including form of Depositary Receipt for Depositary             *
               Shares.

    4.11       Form of Warrant Agreement, including form of Warrant.                                      *

    4.12       Form of Stock Purchase Contract.                                                           *

    4.13       Form of Stock Purchase Unit.                                                               *

    4.14       Declaration of Trust of IM Capital Trust I, dated as of December                        (4.15)9
               10, 2001, among the Company, The Bank of New York, The Bank of
               New York (Delaware) and John P. Lawrence, as trustees.

    4.15       Form of Amended and Restated Declaration of Trust of IM Capital Trust I.                (4.16)9

    4.16       Certificate of Trust of IM Capital Trust I.                                             (4.17)9

    4.17       Form of Trust Preferred Security.                                                     Included in
                                                                                                    Exhibit 4.15

    4.18       Form of Iron Mountain Incorporated Guarantee Agreement.                                 (4.19)9

     5.1       Opinion of Sullivan & Worcester LLP.                                                    (5.1)9

     5.2       Opinion of Ballard Spahr Andrews & Ingersoll, LLP.                                      (5.2)9

     5.3       Opinion of Richards, Layton & Finger, P.A., relating to IM Capital Trust I.             (5.3)9

      8        Opinion of Sullivan & Worcester LLP regarding tax matters.                                 *

     12        Statement Regarding Computation of Ratios of Earnings to Fixed Charges.                  (12)9

    23.1       Consent of Sullivan & Worcester LLP.                                                  Included in
                                                                                                     Exhibit 5.1

    23.2       Consent of Ballard Spahr Andrews & Ingersoll, LLP.                                    Included in
                                                                                                     Exhibit 5.2

    23.3       Consent of Richards, Layton & Finger, P.A.                                            Included in
                                                                                                     Exhibit 5.3

    23.4       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania).             (23.4)9

    23.5       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania               (23.5)9
               (f/k/a Pierce Leahy Corp.)).

    23.6       Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Britannia            (23.6)9
               Data Management Limited)).

    23.7       Consent of Moss Adams LLP (Data Base, Inc. and Affiliate).                             (23.7)9

    23.8       Consent of Deloitte & Touche LLP (Data Storage Center, Inc.).                          (23.8)9

     24        Powers of Attorney.                                                                      (24)9

    25.1       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Indenture.




 Exhibit No.                                        Item                                               Exhibit
                                                                                                   
    25.2       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Senior Subordinated Indenture.

    25.3       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act              *
               of 1939, as amended, of the trustee under the Subordinated Indenture.

    25.4       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act       Filed herewith as
               of 1939, as amended, of the trustee under the Amended and Restated Declaration         Exhibit 25.4
               of Trust of IM Capital Trust I.

    25.5       Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act       Filed herewith as
               of 1939, as amended, of the trustee under the Iron Mountain Incorporated               Exhibit 25.5
               Guarantee Agreement for IM Capital Trust I.

- -------------
<FN>
*        To be filed by amendment  or  incorporated  by reference in  connection
         with the offering of offered securities, as appropriate.

1.       Filed as an exhibit to the Company's  Annual Report on Form 10-K for the year ended December 31, 1998,  filed with the SEC,
         File No. 0-27584.
2.       Filed as an exhibit to the Company's Current Report on Form 8-K dated April 16, 1999, filed with the SEC, File No. 0-27584.
3.       Filed as an exhibit to the Company's  Annual Report on Form 10-K for the year ended December 31, 1999,  filed with the SEC,
         File No. 1-13045.
4.       Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, filed with the
         SEC, File No. 1-14937.
5.       Filed as an exhibit to the  Company's  Current  Report on Form 8-K dated  February  1, 2000,  filed with the SEC,  File No.
         1-13045.
6.       Filed as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2000,  filed with the
         SEC, File No. 1-13045.
7.       Filed as an exhibit to Amendment No. 1 to the Company's Registration Statement No. 333-54030, filed with the SEC on January
         29, 2001.
8.       Filed as an exhibit to the Company's  Quarterly  Report on Form 10-Q for the quarter  ended March 31, 2001,  filed with the
         SEC, File No. 1-13045.
9.       Filed as an exhibit to the Company's Registration Statement No. 333-75068, filed with the SEC on December 13, 2001.

</FN>