SecProbe.io

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20549-0409

September 1, 2004

Mr. Steven G. Osgood
President
U-Store-It Trust
6745 Engle Road, Suite 300
Cleveland, Ohio 44130

Re:	U-Store-It Trust
	Registration Statement on Form S-11, filed on August 2, 2004
	File No.  333-117848

Dear Mr. Osgood:

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 supplemental
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.

Form S-11

General
1. We note that you intend to elect to be taxed as a REIT and that
your offering may constitute a "blind-pool" offering.  If so, please
revise to include all applicable Industry Guide 5 disclosure,
including prior performance information substantially similar to that
required under Item 8 and Appendix II of Industry Guide 5.  Refer to
Release 33-6900.  If you do not believe you are required to provide
prior performance disclosures, or if you do not believe that you have
any prior performance to disclose, please supplementally explain the
basis for that belief.
2. We note that as part of the formation transactions, High Tide LLC
will be reorganized into a REIT and the existing corporate general
partner of your operating partnership will merge with you.  Please
revise throughout to identify the existing corporate general partner
by name.  Please also provide a detailed and thorough analysis of
whether the disclosure rules relating to roll-up transactions should
apply to the proposed acquisition.  Refer to Item 901 of Regulation
S-K.
3. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary
prospectus distributed to prospective investors prior to our review.
4. Please provide us with all written promotional and sales material,
including material that will be used only by broker-dealers.  In this
regard, note that sales materials must set forth a balanced
presentation of the risks and rewards to investors and should not
contain any information or disclosure that is inconsistent with or
not also provided in the prospectus.  For guidance, refer to Item
19.D. of Guide 5.
5. Please revise to include the disclosure required by Item 3(b) of
Form S-11 with respect to underwriting compensation and the
percentage of securities being offered to affiliates, or advise us
why you believe it is appropriate not to do so.
6. Please provide the general information required by Item 11(b) of
Form S-11.  Additionally, provide disclosure regarding promoters,
including the information called for by Item 11(d) regarding the
names of the promoters and their position and offices with the
registrant now held or intended to be held.
7. We note that you rely on industry information in the filing and
you reference market data provided by Self-Storage Almanac.  Please
provide us with copies of articles and industry reports you rely on
and reference in the filing.  These materials should be appropriately
marked, dated, and refer to the page numbers on which they are cited.
Please indicate how these materials support your belief regarding
industry trends.  Additionally, tell us whether any of the reports
were prepared for you or were published generally.  If the reports
are not publicly available, file the expert`s consent pursuant to
Rule 436.
8. Please fill in or provide supplementally all remaining uncompleted
information in the next amendment, other than pricing information
that you have omitted pursuant to Rule 430A. We may have further
comments based on the revised materials.

Prospectus Cover Page
9. We note the inclusion of red herring language on the cover page.
Supplementally advise us whether you have circulated or intend to
circulate the preliminary prospectus.
10. Please revise bullet point 4 to identify the affiliates of Lehman
Brothers who will receive a portion of the gross proceeds of the
offering in repayment of an existing loan. When you revise, please
quantify the loan balance, and indicate what percentage of the
proceeds will be used to repay the existing loan.
11. Please revise to clarify, if true, that the referenced
underwriter in fact does have a conflict of interest with respect to
the offering, as opposed to current disclosure indicating that the
affiliate relationship "may create a potential conflict of interest"
for the underwriter. When you revise, please specify the nature of
the conflict.
12. Prominently disclose the amount of proceeds to be paid to
affiliates, identifying all such affiliates and amounts paid to each.
13. Please expand the cover page risk factors to address the
following additional risks:
* the absence, if true, of a limitation on the amount of debt you may
incur;
* the fact that you have not obtained independent third party
appraisals of the Principals` assets, and that therefore the
consideration paid in the formation and structuring transactions may
exceed the fair market value of the self-storage properties.
* That conflicts of interest may arise with respect to certain of
your officers.

Summary - page 1
14. The Summary should provide investors with a clear, concise and
coherent "snapshot" description of the most significant aspects of
the offering.  We note that much of the information in the Summary is
repeated in the body of the prospectus, particularly within your
Business section.  Please revise the prospectus to delete repetitive
disclosure and to provide a brief overview of only the most salient
aspects of the transaction.  Please see Item 503(a) of Regulation S-
K.
15. To the extent that we comment on the summary section of your
prospectus, please make corresponding responsive changes within the
body of the prospectus.
16. Please revise to fully discuss your corporate history, including
your relationship to the predecessor entities, High Tide LLC, and the
members of the Amsdell family, including Robert J. Amsdell, Barry
Amsdell, Todd Amsdell, and their affiliated entities and related
family trusts. We note that your operating partnership was formed on
July 31, 1996, and is currently named Acquiport/Amsdell I Limited
Partnership.
17. Please revise to describe the percentage of revenues derived from
residential versus commercial customers.

Overview - page 1
18. We note that you were formed in July 2004 to succeed to and
continue the self-storage operations conducted by entities owned
directly and indirectly by members of the Amsdell family, and their
affiliated entities and related family trusts. Please revise to
specify the interests and assets to which you will succeed.

Summary Risk Factors - page 4
19. Please revise the sixth bullet to describe whether there are any
ownership limitations for members of the Amsdell family.
20. Please revise bullet point 8 to identify the officers and
directors whose interests may conflict with the interests of
shareholders. When you revise, please indicate the nature of the
conflicts.
21. Please revise the penultimate risk factor to clarify that you
will likely not be able to fund all future capital needs with income
from operations.
22. Please include  a risk factor describing the geographic
concentration of the storage facilities.
23. Please revise the eleventh bullet to quantify the amount of
proceeds that affiliates of Lehman Brothers will receive.  Please
also quantify the loan principal and interest amount.

Our Facilities, page 5
24. Please revise to quantify an estimated purchase price for the
properties subject to the option.  Please consider using historical
financial information to present an illustrative example.
Furthermore, please revise to disclose whether you currently intend
to purchase the option facilities.  Please also revise to clarify the
timetable for purchasing the option facilities.

Formation Transactions - page 6
25. Please revise to clarify the steps you will take to own and
manage 155 self-storage facilities in the United States, and manage
19 additional self-storage facilities. Further, please disclose the
aggregate amount of consideration to be exchanged for such interests
based on the midpoint of the range.
26. Please revise bullet point one to indicate briefly how the number
of common shares to be received by the Principals and the Amsdell
Entities was determined.
27. So that the material terms of the formation transactions are
transparent to readers, please provide on page 8, and elsewhere, a
summary table that identifies each self-storage facility, the
historic carrying value of the facility, and the total consideration
to be issued in exchange for the facility including cash, common
shares, partnership units, and assumption of debt.
28. Please revise or confirm that you have included disclosure with
respect to the material terms of the three contribution agreements,
merger agreements, and partnership reorganization agreement you
intend to file as exhibits to your registration statement.

Benefits to Related Parties, page 7
29. Please revise or confirm that you have included here disclosure
with respect to all benefits to be received directly or indirectly by
related parties.
30. Please describe the role, if any, played by each related party in
the formation transactions you have disclosed.

Formation Transactions - page 8
31. Please revise to provide a chart that displays your corporate
organization prior to the formation transactions.
32. Please revise your organizational chart to include disclosure
with respect to the option to purchase 19 facilities.

Organizational Diagram - page 8
33. Please revise to include all ownership percentages.

Our Distribution Policy - page 9
34. Please revise to state that your cash available for distributions
may be less than 90% of your REIT taxable income, which could require
you to sell assets or borrow funds in order to make distributions.
Also disclose that distributions in excess of available cash will
constitute a return of capital rather than a dividend to
stockholders.  Provide similar disclosure under the heading
"Distribution Policy" on page 30.

Risk Factors - page 15
35. Wherever possible, please revise to more precisely identify the
effect of the risks you enumerate, beyond the generic statement that
if the risk were to occur it would adversely affect your business,
financial condition and results of operations.
36. Please revise your risk factor subheadings so that each one
conveys the specific risk to you.  Currently, some of your
subheadings merely state a general risk or a fact about your
business.  We note the following examples:

* Our results of operations will be significantly influenced by the
economies and other conditions of the markets in which we operate.
* Because we are primarily focused on the ownership, operation,
acquisition and development of self-storage facilities, our results
of operations will be significantly influenced by demand for self-
storage space generally.
* We may not be able to sell facilities when appropriate or on
favorable terms.
* Our management has no experience operating a REIT or a public
company.
* We depend on external capital.

37. Please include a separate risk factor to disclose the risk that
since the number of OP units is fixed the value of the consideration
to affiliates may increase if the offering price increases.
38. Please revise to include risk factor disclosure with respect to
benefits to be received by affiliates in connection with the
offering.
39. Please revise to include, as appropriate, risk factor disclosure
with respect to your compliance with the Americans with Disabilities
Act of 1990.
40. Please revise to include, as appropriate, whether there are any
risks involved concerning enforcement of terms of contribution
related to conflicts of interest with the principals.
41. Please revise to include risk factor disclosure, if true, that
your organizational documents contain no limitation on the amount of
debt you may incur.

We expect to have approximately $282.3 million of indebtedness...-
page 17
42. Please revise to clarify that you have not yet obtained the
revolving credit facility referenced in paragraph one.

Our existing mortgage indebtedness contains, and our proposed
mortgage indebtedness will contain, financial and other covenants
that restrict our operating and acquisition activities, page 18
43. Please revise the MD&A to describe and quantify the financial and
restrictive covenants.

We could have substantial variable rate debt obligations, and
therefore increases in interest rates may adversely affect our
results of operations - page 18
44. We note your reference to hedging in the final paragraph. Please
revise to provide separate risk factor disclosure with respect to
your use of hedging and/or derivative instruments.

Our charter documents contain provisions that generally prohibit any
person . . . - page 20
45. Please revise both your heading and the body of the risk factor
to significantly shorten your discussion, including that disclosure
necessary to place the risk in context, then identifying the risk.
46. Please revise the disclosure at number two with respect to the
possible issuance of preferred shares under a separate risk factor
heading. When you revise, please clarify whether the board would
require shareholder approval prior to such a preferred issuance.

Certain officers and trustees may have interests that conflict with
the interests of shareholders - page 22
47. Please revise to identify the officers and trustees that have
interests that conflict with the interests of shareholders, and to
more specifically discuss the nature of the conflicts.

Our Chairman and Chief Executive Officer has outside business
interests that could require time and attention - page 22
48. To the extent possible, please quantify the amount of time Mr.
Amsdell will devote to outside business interests.
49. Please revise to expand your disclosure with respect to the
management and/or fiduciary obligations associated with Mr. Amsdell`s
other business interests. Please explain the nature of the conflicts
you reference, and explain how any such conflicts will be resolved.

Our business could be harmed if key personnel with long-standing
business relationships in the self-storage industry terminate their
employment with us - page 22
50. Please revise your heading to identify the key personnel upon
whom you rely.

The value of the equity that the Principals and the Amsdell Entities
own following our formation transactions may exceed the fair market
value of their interests in our predecessor entities prior to those
transactions - page 23
51. Please revise to identify the two predecessor companies that will
be merged into U-Store-It Trust.

Affiliates of Lehman Brothers will receive benefits in connection
with this offering - page 25
52. Please revise your heading and the body of your risk factor to
identify the risk attendant upon the fact that Lehman affiliates will
receive benefits in connection with the offering.

Failure to qualify as a REIT would have serious adverse consequences
to us and our sharehol