SecProbe.io

Mail Stop 4561         December 8, 2008  A. William Stein Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. 560 Mission Street Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, Inc.
 Form 10-K
Filed February 29, 2008  Schedule 14A  Filed April 4, 2008
 File No. 001-32336

Dear Mr. Stein:
 We have reviewed your filing and have the following comments.  Unless
otherwise indicated in the comment, please pr ovide the requested disclosure in future
filings and tell us how you plan to comp ly. If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  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 raise additional comments.
  Please understand that the purpose of our re view 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Comments on Form 10-K

 Item 2.  Properties, page 28

 1. Please revise to identify the properties that  are not held in fee and the properties
that are subject to any major encumbrance.   Briefly describe how the properties
are held and disclose the material terms of any encumbrance.  Refer to Item 102
of Regulation S-K.

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. December 8, 2008 Page 2

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 40
 2. Refer to the discussion of distributions at the top of page 56.  Pl ease also disclose
the source of funds used to pay distribu tions and clarify why some distributions
are classified as ordinary income and some  distributions are classified as a return
of capital.
 Exhibits

 3. Please tell us why you have not include d the employment agreements with Mr.
Crosby and Mr. Peterson in accordance with  Item 601(b)(10)(iii) of Regulation S-
K.

4. We note that the exhibit index does not in clude the related party agreements with
CB Richard Ellis, tel(x) Group, and Linc Facility Services.  Please tell us why you
do not believe these agreements are require d to be included in accordance with
Item 601(b)(10)(ii)(A) of Regulation S-K.
 Comments on Schedule 14A

 Item 1. Election of Directors, page 3

5. Please ensure that you have described the experience of each officer and director
for the past five years in accordance w ith Item 401 of Regulation S-K.  For
example, we note that for Mr. Chapma n you describe his experience through the
year 2000 but do not provide informati on regarding his experience from 2000
through 2008.
  Principal Stockholders, page 13

 6. We note your disclosure in footnotes 6 through 10 that you have excluded the
Class C Units held by your executive offi cers.  Please tell us why the Class C
Units are not included in the table on page 13 and include this disclosure in future
filings.

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. December 8, 2008 Page 3

Executive Compensation, page 15

 Peer Group Review, page 16

 7. We note that you target compensation levels  against the fiftieth percentile of your
peer group.  For each named executive officer, to the extent you awarded
compensation outside of the targeted pa rameters, please identify the officer and
tell us why you awarded compensation to th e officer at a level that was above or
below the targeted parameter.

Annual Incentive Bonuses, page 18

 8. The last paragraph under this heading states that the Committee awarded each
executive officer, other than Mr. St ein, the maximum bonus for 2007.  Please
revise to disclose the target a nd maximum bonus amounts for each NEO and
discuss how you determined those amount s.  For example, if bonus target
amounts are set as a percentage of base sa lary, please state the percentage of base
salary that applies to each NEO and how you determined that the percentage was
an appropriate target.
 2007 Long-Term Incentive Units Awards, page 20

9. Please disclose the Compensation Comm ittee’s basis for approving awards of
long-term incentive profits interest units  to your named executive offices in 2007.
Provide similar disclosure with resp ect to stock options granted in 2007.

10. Please disclose the specific events that must take place in order for the long-term
incentive units to achieve full parity with common units.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. December 8, 2008 Page 4

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 the
filing;
‚ 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Stacie Gorman at ( 202) 551-3585 or me at (202) 551-3785 with
any other questions.

Sincerely,
   Karen J. Garnett
Assistant Director