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CORRESP
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filename1.htm

[Iron Mountain
Incorporated Letterhead]

April 18, 2007

Via EDGAR and Fax (202) 772-9205

Heather Clark

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0305

  RE:

  Iron Mountain Incorporated

  Form 10-K for the year ended December 31, 2006

  Filed March 1, 2007

  File No. 001-13045

Dear Ms. Clark:

The purpose of this
letter is to respond to the letter of March 27, 2007 we received from Ms. Linda
Cvrkel.  For your convenience, the
original SEC comments have been repeated in bold typeface.

Annual
Report on Form 10-K for the year ended December 31, 2006

Consolidated
Balance Sheets, page 55

1.                                      We
note that Accounts Receivable is approximately 9% of total assets in 2006 and
8% of total assets in 2005.  In future
filings, please add a note to the financial statements discussing your
accounting policies and methodology used to estimate the allowance for doubtful
accounts.  Such a description should
identify the factors that influenced management’s judgment (e.g. historical
losses and existing economic conditions) and may also include discussion of
risk elements relevant to particular categories of financial instruments.  Also, please disclose your policy for charging
off uncollectible loans and trade receivables and your policy for determining
past due or delinquency status.  See
paragraphs 13a-c of SOP 01-06.

Heather Clark

April 18, 2007

Page 2

RESPONSE:

We describe in detail our
accounting policies and methodology used to estimate the allowance for doubtful
accounts under Critical Accounting Policies — Allowance for Doubtful Accounts
and Credit Memos included under Item 7 in our Annual Report on Form 10-K for
our fiscal year ended December 31, 2006 (the “10-K”).  In response to the Staff’s comment, we will
include similar language in our consolidated footnotes (appropriately updated)
in future filings, as follows:

We maintain an allowance for doubtful accounts and credit memos for
estimated losses resulting from the potential inability of our customers to
make required payments and disputes regarding billing and service issues.  When calculating the allowance, we consider
our past loss experience, current and prior trends in our aged receivables and
credit memo activity, current economic conditions, and specific circumstances
of individual receivable balances.

In addition, with respect
to our policy for charging-off uncollectible trade receivables and our policy
for determining past due delinquency status, we will add the following
disclosure language (appropriately updated) to the consolidated footnotes:

We consider accounts receivable to be delinquent after such time as
reasonable means of collection have been exhausted.  We charge-off uncollectible balances as circumstances
warrant, generally, no later than one year past due.

Notes to
Consolidated Financial Statements, page 59

2.                                      In
future filings, please revise to include the reconciliation of earnings per
share as required by paragraph 40 of SFAS 128.

RESPONSE:

Our consolidated
financial statements contain all of the information necessary to comply with
the disclosure requirements prescribed in paragraph 40(a) of SFAS No. 128.  We have no reconciling items to income from
continuing operations, such as preferred dividends.  Accordingly, there are no reconciling items
to the numerator. In Note 2(p), we describe that stock options substantially
represent the reconciling item of the denominator relative to the calculation
of basic earnings per share compared to diluted earnings per share, and
disclose the number of shares for each of the years that an income statement is
presented in our 10-K.  We disclose in
Note 2(p) that 3,139,247, 2,116,623 and 2,347,203 shares for the years ended
December 31, 2004, 2005 and 2006, respectively, are substantially attributable
to stock options.  Supplementally, we
advise the Staff that 0, 8,503 and 29,828 shares for the years ended December
31, 2004, 2005 and 2006, respectively, are attributable to restricted stock
grants and the remainder relate to stock options.  Notwithstanding that, in response to the
Staff’s comments, we will provide in future filings a tabular presentation of
the reconciliation of the numerator and

Heather Clark

April 18, 2007

Page 3

denominators (disclosing
the components) of the basic and diluted per-share computations for income from
continuing operations to make it more clear for the reader of the financial
statements.

We have no preferred
dividends.  As a result, paragraph 40(b)
of SFAS No. 128 is not applicable.
Lastly, in Note 2(p), as required by paragraph 40(c) of SFAS No. 128, we
disclose the potential common shares excluded from the calculation of diluted
net income per share, as their effects are antidilutive for each of the years
that an income statement is presented in our 10-K.

Note 2.  Summary of Significant Accounting Policies,
page 59

g.  Goodwill and Other Intangible Assets, page 63

3.                                      Please
provide us with a detailed analysis of the various “fair value adjustments” to
goodwill that were recognized in year 2006.
Furthermore, please revise future filings to explain the nature and
amounts of the various adjustments included in the rollforward of goodwill
disclosed in Note 2.

RESPONSE:

In Note 6 of both the
10-K and our Annual Report on Form 10-K for the year ended December 31, 2005,
we disclose that the purchase price allocations of certain prior year
acquisitions are subject to finalization of the assessment of the fair value of
property, plant and equipment, intangible assets (primarily customer
relationship assets), operating leases, restructuring purchase reserves,
deferred revenue and deferred income taxes.
We finalize our purchase price allocations as soon as practicable and
always within one year of the acquisition date.

Substantially all of the
fair value adjustments reflected in the goodwill rollforward appearing in the
10-K are related to the finalization of the fair value analysis of acquisitions
completed in the third and fourth quarters of 2005, including Pickfords Records
Management (December, 2005), LiveVault Corporation (December, 2005) and Assured
Shredding Inc. (October, 2005).

The major components of
these adjustments are as follows:

  Intangible assets:

  Customer
  relationship assets

  $

  9,800

  Core technology
  assets

  6,100

  Property, plant and
  equipment (primarily racking)

  11,400

  Operating lease
  commitments

  (3,600

  )

  Other

  1,900

  Total

  $

  25,600

Heather Clark

April 18, 2007

Page 4

In response to the Staff’s
comments, we will revise future filings to include footnote disclosures of the
nature and amounts of material fair value adjustments included in the
rollforward of goodwill.

Valuation
and Qualifying Accounts

4.                                      Schedule
II financial information not directly presented in the notes to the consolidated
financial statements (e.g. valuation allowance for deferred tax assets, etc.)
should be furnished in Schedule II in accordance with Rule 5-04 of Regulation
S-X.  Please revise accordingly.

RESPONSE:

Substantially all of the
required disclosures of Schedule II are included in the footnotes to the
consolidated financial statements.  For
example, the allowance for doubtful accounts and credit memo reserves is
included in Note 2(r) of the 10-K.

With respect to the
valuation allowance for deferred tax assets, the required disclosures are
included in the discussion on income taxes in Note 7 of the 10-K.  In addition to the increase (there was no
decreases) in valuation allowance of $10.7 million noted in the reconciliation
of total income tax expense, we also have disclosed, in a note to the deferred
tax asset table, that the majority of the increase in our valuation allowance
in 2006 relates primarily to previously unrecorded state net operating losses.

Prior to 2005, our
deferred tax asset valuation allowance and changes in that valuation allowance
were not significant in relation to our consolidated balance sheet.  The valuation allowance for deferred income
taxes amounted to $5.7 million as of December 31, 2004.

In light of the existing
disclosures detailed above, we respectfully submit that no revision to the 10-K
is required.  However, we will in future
filings include a tabular rollforward presentation of the valuation allowance
for deferred income taxes in order to make this information clearer to the
reader.

Heather Clark

April 18, 2007

Page 5

We acknowledge that:

·                                          the
company is responsible for the adequacy and accuracy of the disclosure in the
filings;

·                                          staff
comments or changes to disclosures 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 defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.

If you have any questions
concerning the content of this letter, please do not hesitate to contact me at
(617) 535-4990.

  Sincerely,

  /s/ John F. Kenny, Jr.

  John F. Kenny, Jr.

  Executive Vice President, Chief Financial Officer

  (Chief Accounting Officer)