SecProbe.io

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May 31, 2005

By facsimile to (602) 364-7070 and U.S. Mail

Mr. Lawrence Trachtenberg
Executive Vice President and Chief Financial Officer
Mobile Mini, Inc.
7420 South Kyrene Road, Suite 101
Tempe, AZ 85283

Re:	Mobile Mini, Inc.
	Registration Statement on Form S-3
	Filed May 4, 2005
File No. 333-124612

Dear Mr. Trachtenberg:

	We reviewed the registration statement only for disclosures
relating to unallocated shelf registration offering issues and
have
the comments below.  No further review of the registration
statement
has been or will be made.

	We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

1. We note that Mobile Mini, Inc. or Mobile Mini discloses only
general terms and provisions of the securities offered under the
registration statement and may describe particular terms and
provisions in the prospectus supplement.  We reserve the right to
review any prospectus supplement that is filed relating to the
securities being offered under the registration statement.

2. If applicable, we would expect any prospectus supplement to
provide clear and reasonably detailed disclosure of these items:

* The nature and scope of any event of default provisions attached
to
the offered securities, including the specific types of events
protected against and the specific types of events not protected
against.

* The material effects of any change in control or poison put
provisions.

* The material effects on Mobile Mini`s debt securities, including
the offered securities, if there is any anti-takeover device
relating
to Mobile Mini`s equity securities.

* In the case of listed securities, whether there is any assurance
that the listing will be obtained, and, if obtained, whether there
is
any assurance that an active trading market in the offered
securities
will develop or continue.

* The material tax matters relating to the offered securities and
the
material effects for their holders.

* Confirmation before the registration statement`s effectiveness
that
Mobile Mini will file a tax opinion if securities are offered with
original issue discount or other material tax consequences.

* The current amount of the total indebtedness obligations as of
the
most recent date practicable and any intent or plan to incur
additional indebtedness in the future.

* Any material risks and the material effects on the offered
securities and their holders if Mobile Mini`s existing credit
arrangements contain provisions for interest rate hedging.

* The potential material effects on the offered securities and
their
holders if there is a bankruptcy, insolvency, or reorganization
involving Mobile Mini.

3. Give us a confirmation before the registration statement`s
effectiveness that Mobile Mini will file appropriate opinion(s) of
counsel with every takedown from the registration statement.  You
may
file the opinion(s) under Rule 462(d) of Regulation C under the
Securities Act or under cover of Form 8-K.  See Release No. 33-
6174,
footnote 47.

4. Where the offered securities involve the issuance of a novel or
complex security, we may have comments on the disclosure in the
prospectus supplement or supplements.  If Mobile Mini is
contemplating such an offering and would prefer our review of the
disclosure in preliminary form rather than in the definitive
prospectus supplement, submit the proposed prospectus supplement
to
us before the intended offering date.

Prospectus` Outside Front Cover Page

5. We note the statement that "The prospectus supplement may also
add, update or change information contained in this prospectus."
Since a prospectus supplement may supplement but may not
contradict,
modify, or replace information in the prospectus, revise.

Forward-Looking Statements, page 3

6. We are not making any determination whether the disclosure,
including, for example, cautionary language or the disclosure`s
placement, satisfies the sections` requirements if the
registration
statement states that it:

* Includes forward-looking statements within the meaning of
section
27A of the Securities Act and section 21E of the Exchange Act.

* Otherwise makes reference to those provisions.

* Makes reference to the Private Securities Litigation Reform Act
of
1995 generally.

Description of Capital Securities, page 5

7. We note the statement in this section`s first paragraph that
"The
rights of our capital stock are defined by our Amended and
Restated
Certificate of Incorporation ("Certificate of Incorporation"), our
Bylaws, as amended, and the provisions of the Delaware General
Corporation Law."  Revise the disclosure that can be read to imply
that investors do not have rights under the United States federal
securities laws about the capital stock`s description in the
prospectus.

Preferred Stock, page 6

8. We note your disclosure on page 6 that you may issue shares of
preferred stock that are convertible or exchangeable for other
securities.  Note that shares of preferred stock may not be issued
for "other securities" that have not been registered under the
registration statement unless the shares convertible into the
other
securities are not legally exercisable immediately or within one
year
of the date of sale of the preferred stock.  Also, all of the
underlying types of securities into which the preferred stock may
be
converted must be identified with specificity in the registration
statement.

Description of Debt Securities, page 8

9. Provide a brief description in any prospectus supplement of any
covenants or provisions in the governing indenture that may afford
a
debt holder protection if there is a highly leveraged transaction,
reorganization, restructuring, merger, or similar transaction
involving Mobile Mini.  Otherwise, disclose prominently in any
prospectus supplement that the provisions of the governing
indenture
do not afford holders of the debt securities protection if there
is a
highly leveraged transaction, reorganization, restructuring,
merger,
or similar transaction involving Mobile Mini.  Address the
applicability of the covenants or provisions and the ability of
Mobile Mini`s board of directors or the trustee to waive the
covenants or provisions.  Also address whether the covenants or
provisions may have limited applicability if there is a leveraged
buyout initiated or supported by Mobile Mini, Mobile Mini`s
management, or any affiliate of Mobile Mini or management.

10. If a prospectus supplement relates to debt that includes a
term
providing for redemption at the option of the holder, give
appropriate consideration to whether an offer to purchase under
such
a term will constitute an issuer tender offer.  If so, disclose
that
the offer will comply with any applicable regulations under the
United States federal securities laws, including Rule 14e-1 under
the
Exchange Act.

11. If a prospectus supplement relates to debt that includes a
term
providing for redemption at the option of the holder or repurchase
or
acceleration upon the occurrence of a triggering event or failure
to
maintain a particular financial ratio, provide adequate disclosure
of
any other liabilities that would have to be repaid and any
consents
or waivers that would have to be obtained before or concurrently
with
the triggered debt repurchase, repayment, or acceleration.
Disclose
any other potential limitations of Mobile Mini`s financial ability
to
comply with its obligations arising from such an occurrence.

Consolidation, Merger or Sale of Assets, page 14

12. Quantify the words "substantially all" as used for Mobile
Mini`s
property and assets.  Alternatively, provide disclosure of the
words`
established meaning under applicable state law.  If an established
meaning is unavailable, provide disclosures of the consequences or
effects of the uncertainty on debt holders` ability to determine
whether a sale of substantially all of Mobile Mini`s property and
assets has occurred.

Exhibit 5.1

13. Have counsel confirm in writing that counsel concurs with our
understanding that the reference and limitation to the General
Corporation Law of the State of Delaware includes the statutory
provisions and all applicable provisions of the Delaware
Constitution
and reported judicial decisions interpreting these laws.

14. We note the exception under (iii) in the second paragraph
under
13.  Since the exception appears unusual, tell us why the
exception
is necessary and why the standard bankruptcy exception and
equitable
principles limitation are not sufficient.  Further, tell us what
consideration you have given to disclosure of the exception under
(iii) in the prospectus.

15. Revise the opinion to include the guarantees and the
enforceability of the preferred share purchase rights associated
with
the common stock.

Closing

	File an amendment to the S-3 in response to the comments.  To
expedite our review, Mobile Mini may wish to provide us three
marked
courtesy copies of the amendment.  Include with the filing any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments.  If Mobile
Mini thinks that compliance with any of the comments is
inappropriate, provide the basis in the letter.  We may have
additional comments after review of the amendment, the responses
to
the comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision.  Since Mobile Mini and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.

      If Mobile Mini requests acceleration of the registration
statement`s effectiveness, Mobile Mini should furnish a letter at
the
time of the request, acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve Mobile Mini from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.

* Mobile Mini may not assert the action of the Commission or the
staff acting by delegated authority in declaring the registration
statement effective as a defense in any proceedings initiated by
the
Commission or any person under the United States` federal
securities
laws.

	The Commission`s Division of Enforcement has access to all
information that Mobile Mini provides us in our review of the
registration statement or in response to our comments on the
registration statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551- 3728 or Christopher
B.
Edwards, Special Counsel, at (202) 551-3742.

Very truly yours,

Pamela A. Long

Assistant Director

cc:	Joseph P. Richardson, Esq.
	Michael R. McCoy, Esq.
	Bryan Cave LLP
	2 North Central Avenue, Suite 2200
	Phoenix, AZ 85004

Mr. Lawrence Trachtenberg
May 31, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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