SecProbe.io

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December 29, 2005

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

Re:	Mobile Mini, Inc.
Form 10-K for the fiscal year ended December 31, 2004
      File No. 1-12804

Dear Mr. Trachtenberg:

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

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

Item 6. Selected Financial Data, page 21
1. We note that you present EBITDA as a performance measure.  It
also
appears that you are presenting EBITDA as a liquidity measure from
your statement that it provides useful information regarding your
liquidity.  As such, please revise your disclosure to provide the
following information, as required by Item 10(e) of Regulations S-
K
and Questions 8 and 12 of the SEC "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures:"
* Performance measure:  Expand your discussion of the limitations
of
EBITDA to address how the exclusion of each item materially limits
the
usefulness of EBITDA.  For instance you might expand your
disclosures,
in part, to address the limitations of EBITDA as a performance
measure
by providing the following information:
o It does not include interest expense.  Because we have borrowed
money in order to finance our operations, interest expense is a
necessary element of our costs and ability to generate revenue.
Therefore, any measure that excludes interest expense has material
limitations;
o It does not include depreciation and amortization expense.
Because
we use capital assets, deprecation and amortization expense is a
necessary element of our costs and ability to generate revenue.
Therefore, any measure that excludes depreciation and amortization
expense has material limitations;
o It does not include taxes.  Because the payment of taxes is a
necessary element of our operations, any measure that excludes tax
expense has material limitations.
* Performance measure:  State how you compensate for the material
limitations of using EBITDA.
* Performance measure:  State the economic substance behind your
decision to use such a measure.
* Performance measure:  Please provide substantive reasons why
management believes EBITDA provides useful information to
investors.
* Liquidity measure:  Reconcile EBITDA to cash flows from
operating
activities, as the most comparable liquidity GAAP financial
measure,
in addition to reconciling to net income.
* Liquidity measure:  Present the three major categories of the
statement of cash flows with equal or greater prominence.

Additionally, it is unclear to us why you have excluded debt
restructuring expense from your EBITDA calculation.  It appears to
us
that this item should not be included in your reconciliation of
EBITDA
to Net Income as it does not meet the requirements of Item
10(e)(ii)
of Regulation S-K.  Please tell us why you believe this disclosure
is
appropriate or tell us how you will revise your future filings.
Please note that all comments relating to non-GAAP financial
measures
relate to all filings made public through the SEC.

Contractual Obligations and Commitments, page 32
2. In future filings, please revise your table of contractual
obligations as follows:
* To increase transparency of cash flow, please include scheduled
interest payments in your table.  To the extent that the interest
rates are variable and unknown, you may use your judgment to
determine
whether or not to include estimates of future variable rate
interest
payments in the table or in a footnote to the table.  Regardless
of
whether you decide to include variable rate estimated interest
payments in the table or in a footnote, you should provide
appropriate
disclosure with respect to your assumptions.
* To the extent that you are in the position of paying cash rather
than receiving cash under your interest rate swaps, please
disclose
estimates of the amounts you will be obligated to pay.

Critical Accounting Policies, Estimates and Judgments, page 33
Impairment of Goodwill, page 34
3. Based upon the segment reporting disclosure on page 60, it
appears
that each of your branches constitute an operating segment that is
aggregated to create one reportable segment.  Please tell us and
clarify your accounting policy to thoroughly explain the level at
which you assess the impairment of goodwill.

Consolidated Statements of Cash Flows, page 45
4. We note that your cash flow statements disclose net purchases
of
your lease fleet and property, plant and equipment.  It appears to
us
that these items should be shown gross in order for the reader to
obtain a clearer understanding of your cash in and out flows.  In
future filings please show gross cash flows relating to these
items.
Refer to paragraphs 11-13 of SFAS 95.

Note 1-Mobile Mini, its Operations and Summary of Significant
Accounting Policies, page 46
Inventories, page 47
5. Please tell us, and disclose in future filings your policy
regarding finished portable storage units held in inventory.
Please
tell us how long these units are typically held as inventory
before
becoming part of your lease fleet and as a result generating
depreciation charges.  Also please tell us why the value of
finished
portable storage units increased to $9.3 million at September 30,
2005
as compared to $2.7 million at December 31, 2004.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please provide us with a supplemental response
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing to be certain that the filing
includes
all information required under the Securities and Exchange Act of
1934
and that they have provided all information investors require for
an
informed investment decision..  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

If you have any questions regarding these comments, please direct
them
to Mindy Hooker, Staff Accountant, at (202) 551-3732 or to the
undersigned at (202) 551-3768.

Sincerely,

John Cash
Branch Chief
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Mr. Lawrence Trachtenberg
Mobile Mini, Inc.
December 29, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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