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RESPONSE LETTER

October 7, 2004

BY EDGAR AND HAND DELIVERY

Ms. Peggy Kim

Mr. Paul Fischer

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    U-Store-It Trust

Amendment No. 1 to Registration Statement on Form S-11

Filed on September 14, 2004

Registration No. 333-117848

Dear Ms. Kim and Mr. Fischer:

     On behalf of our client, U-Store-It Trust (the “Company”), a Maryland real
estate investment trust, set forth below are the responses of the Company to
the comments of the staff of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Staff”), received by letter dated
September 29, 2004 (the “September 29 Letter”), with respect to Amendment No. 1
to the Registration Statement (the “Registration Statement”) on Form S-11
(Registration No. 333-117848) filed by the Company on September 14, 2004.

     The responses to the Staff’s comments are set out in the order in which
the comments were set out in the September 29 Letter and are numbered
accordingly. Page number references in the responses to your comments relating
to the Registration Statement refer to the printed (marked) copy of Amendment
No. 2 to the Registration Statement.

Form S-11

    1.

    We note your response to prior comment 3 and we note that you have
included photographs for facilities that you have the option to
purchase. Further, we note that those purchase options may not be
exercisable for 24 months from the date of the offering. Please revise
to delete these images. The inclusion of photographs of facilities that
you do not own, lease or invest in could be confusing to investors and
appears to inaccurately describe your business.

    In response to the Staff’s comment, the Company has deleted all
photographs and captions related to the option facilities.

Securities and Exchange Commission

October 7, 2004

Page 2

    2.

    Please revise to indicate what the top photograph on the second page
represents. If it is duplicative of graphics already included, such as
the Fort Lauderdale facility, please revise to remove it.

    In response to the Staff’s comment, the Company has revised the
disclosure to indicate which facility the top photograph on the second
page represents. The Company supplementally advises the Staff that this
photograph is not duplicative of graphics already included.

    3.

    Please revise your use of defined terms such as Principals. Please
revise to identify Messrs. Robert, Barry and Todd Amsdell by name.

    In response to the Staff’s comment, the Company has deleted all
references to the term “Principals” and has revised the disclosure to
identify Robert J. Amsdell, Barry L. Amsdell and Todd C. Amsdell by name.

    4.

    We note your response to prior comment 11; however, we reissue our
previous comment because you have revised to state that Lehman Brothers
has interests beyond the underwriting commissions rather than clarifying
that the underwriter has a conflict of interest with respect to the
offering.

    In response to the Staff’s comment, the Company has revised the
disclosure to clarify that Lehman Brothers has a conflict of interest
with respect to the offering. The Company has made corresponding changes
in the fourteenth bullet point under the caption “Summary Risk Factors”
on page 5 and in the body of the prospectus under the caption “Risk
Factors—Risks Related to This Offering—Affiliates of Lehman Brothers will
receive benefits in connection with this offering , and therefore Lehman
Brothers has a conflict of interest with respect to this offering because
it has interests in the successful completion of this offering beyond the
underwriting discount and commissions it will receive” on page 30.

    5.

    We note your response to prior comment 13; however, we reissue that
part of our previous comment asking you to disclose the absence any
limitation on the amount of debt that you may incur, which is a material
risk to your business, notwithstanding the fact that other REITs may
also face this risk. In addition, we reissue that part of our previous
comment asking you to disclose the conflicts of interest that may arise
with respect to Messrs. Robert, Barry and Todd Amsdell. Collectively,
Messrs. Robert, Barry and Todd Amsdell and their affiliated entities
will own 8.6 million shares or 25.6% of your outstanding common stock
and will receive the substantial benefits described on pages 6-8.

    In response to the Staff’s comment, the Company has expanded the cover
page risk factors to include the following additional risk: “Our
organizational documents contain no limitation on the amount of debt we
may incur; as a result, we may become highly leveraged in the future.”
The Company has also added the risk factor as the sixth bullet point
under the caption “Summary—Summary Risk Factors” on page 4.

    In addition, as suggested by the Staff in our conversation on September
30, 2004, the Company has revised the third bullet point to quantify the
aggregate ownership of Robert J. Amsdell, Barry

Securities and Exchange Commission

October 7, 2004

Page 3

    L.

    Amsdell, Todd C. Amsdell and the Amsdell Entities. Furthermore, the
Company has added additional disclosure in response to the Staff’s
suggestion in such conversation to describe the substantial benefits that
will be received by related parties concurrently with the offering.

Summary – page 1

    6.

    We note your response to Comment 14. It appears, however, that
further revision should be made to your summary to avoid duplicative
disclosure, particularly within the sections entitled “Our Competitive
Advantages” and “Our Business and Growth Strategy.” Please revise, or
advise us why you believe it is appropriate not to do so.

    In response to the Staff’s comment, the Company reviewed the entire
Summary in an effort to avoid duplicative disclosure. As a result of
this review, the Company has deleted a significant amount of duplicative
disclosure in the sections entitled “Our Competitive Advantages” and “Our
Business and Growth Strategy.”

    7.

    We note your response to prior comment 16; however, we reissue our
previous comment because it does not appear that you have described the
corporate history of your predecessor entity, Acquiport/Amsdell I
Limited Partnership, since 1996.

    As discussed with the Staff in our conversation on September 30, 2004,
the Company respectfully submits that the corporate history of
Acquiport/Amsdell I Limited Partnership since 1996 is extensively
described in the sections entitled “Structure and Formation of Our
Company—Formation Transactions” and “Structure and Formation of Our
Company—Cost of Recent Acquisitions” on pages 94 and 98, and in the
financial statements on pages F-36 and F-47. In addition, the Company
supplementally advises the Staff that there have not been any material
changes in the ownership of Acquiport/Amsdell I Limited Partnership or
other material corporate events beyond those referenced on pages 94, 98,
F-36 and F-47. In light of this disclosure, and the Company’s general
objective of avoiding repetitive disclosure in the Summary section, the
Company does not believe it is necessary to include additional disclosure
in the Summary section.

    8.

    We note your response to prior comment 17. Please revise to estimate
the percentage of revenues derived from residential versus commercial
customers and describe how you intend to measure growth in your
commercial customer base. Please similarly revise your Business
section.

    In response to the Staff’s comment, the Company has revised its
disclosure in the section entitled “Our Business and Facilities—Our
Business and Growth Strategy” to include an estimate of the percentage of
its revenues derived from commercial customers as well as the Company’s
intention to develop procedures to measure growth in its commercial
customer base in the future. See page 61. In light of this disclosure,
and the Company’s general objective of avoiding repetitive disclosure in
the “Summary” section, the Company does not believe it is necessary to
include such disclosure in the Summary.

Securities and Exchange Commission

October 7, 2004

Page 4

Summary Risk Factors

    9.

    We note your response to Comment 19. Please revise to disclose
whether the board has made a determination whether this ownership
limitation may jeopardize your status as a REIT. Please also include
risk factor disclosure of the risk that the exception may have on your
REIT status; we note that the risk factor on page 23 does not address
the risk to your REIT status.

    As discussed with the Staff in our conversation on September 30, 2004,
the ownership limits in the Company’s declaration of trust are intended
to preserve compliance with ownership restrictions applicable to REITs.
The applicable REIT tax restrictions provide that, no more than 50% of
the value of a company’s outstanding shares may be owned, directly,
indirectly or through attribution, by five or fewer individuals during
the last half of any taxable year of a company. The Amsdell family would
currently (due to REIT ownership attribution rules) be treated as one
“individual” for purposes of this test. The Company’s declaration of
trust provides that the Amsdell family may own no more than 29% of the
Company’s common shares, and that no other individual may own more than
5% of the Company’s common shares. This ensures compliance with the
applicable REIT ownership rule because no five individuals are permitted
to own in excess of 50% of the Company’s common shares. As a result, the
29% excepted holder limit for the Amsdell family does not jeopardize the
Company’s REIT status, rather, it works in tandem with the general 5%
ownership limit to preserve the Company’s status as a REIT.

    10.

    We note your response to Comment 20. Please revise Bullet Point Nine
to briefly expand upon the nature of the referenced conflicts of
interest and revise to quantify the aggregate debt repayment, cash and
other benefits to be received.

    In response to the Staff’s comment, and as discussed with the Staff in
our conversation on September 30, 2004, the Company has revised the
section entitled “Summary—Summary Risk Factors” to include the risk
factor entitled “Robert J. Amsdell, Barry L. Amsdell, Todd C. Amsdell and
the Amsdell Entities will own approximately 8.7 million shares and
approximately 1.0 million operating partnership units following this
offering and will receive $23 million in cash, of which approximately
$18.7 million will be repaid to us in repayment of loans from High Tide
LLC, which create a conflict of interest because they have interests in
the successful completion of this offering that may influence their
decisions affecting the terms and circumstances under which the
transaction is completed.”

Our Facilities, page 5

    11.

    We note your response to prior comment 24. Please revise to estimate
the maximum amount or range of purchase prices that you would be willing
to pay for the option properties. We note that an estimate of the value
of the option properties or an estimate of the expenditures to be paid
within 24 months in connection with the 19 option properties is material
information to an investor.

    In response to the Staff’s comment, and as discussed with the Staff on
September 30, 2004 and October 5, 2004, the Company has revised the
section entitled “Our Business and Facilities—Our

Securities and Exchange Commission

October 7, 2004

Page 5

    Facilities—Option Facilities” on page 75 to include the cost basis (or
purchase price if the option facility has not yet been acquired by Rising
Tide Development, LLC) to Rising Tide Development, LLC for each
individual option facility.

Formation Transactions – page 9

    12.

    Please revise to quantify the extent to which members of the Amsdell
family and related trusts can own your common shares.

    In response to the Staff’s comment, the Company has made the requested
revision on page 9.

Summary Financial Data, page 15

    13.

    Please clarify why the potential exchange of operating partnership
units into common shares would not impact diluted earnings per share.
Reference is made to footnote (5) on pages 15 and 43.

    In response to the Staff’s comment, the Company has revised footnote (6)
on pages 15 and 43 to clarify why the potential exchange of operating
partnership units into common shares would not impact diluted earnings
per share.

Risk Factors

Failure to qualify as a REIT would have serious adverse consequences to us and
our shareholders – page 31

    14.

    We note your response to Comment 53. Please revise your risk factor
heading to briefly identify the serious adverse tax consequences
shareholders would face if you were to fail to qualify as a REIT.

    In response to the Staff’s comment, the Company has made the requested
revision on page 31.

Distribution Policy – page 37

    15.

    Please revise to disclose the percentage of distributions expected to
be a return of capital.

    In response to the Staff’s comment, the Company has provided the
requested disclosure on page 36.

    16.

    Please revise to clarify that to the extent distributions represent a
return of capital for tax purposes, shareholders could recognize an
increased capital gain upon a subsequent sale of your common stock.

    In response to the Staff’s comment, the Company has provided the
requested disclosure on page 36.

Securities and Exchange Commission

October 7, 2004

Page 6

    17.

    Expand note (6) on page 37 to disclose your basis for using $0.15 per
rentable square foot in estimating annual capital expenditures.

    In response to the Staff’s comment, the Company has provided the
requested disclosure in footnote (7) on page 37.

    18.

    Please refer to Footnote 8 on page 37. Please revise to indicate
that to the extent you use proceeds from the over-allotment option to
fund distributions, the entire amount of such payments will be treated
as a return of capital.

    In response to the Staff’s comment, the Company has provided the
requested disclosure in footnote (9) on page 37.

Selected Financial Data

Non-GAAP Financial Measures

NOI, page 13

    19.

    Please revise your definition of NOI to reflect the reconciliation on
page 42, including the adjustments to net income that are made to arrive
at NOI.

    In response to the Staff’s comment, the Company has made the requested
revision on pages 15 and 44.

Self Storage Industry Outlook – page 45

    20.

    We note your response to Comment 62. Please supplementally advise us
whether U-Store-It makes use of discounts and concessions.

    The Company supplementally advises the Staff that it uses discounts and
concessions when it considers such measures to be appropriate. The
Company considers its use of discounts and concessions to be generally
consistent with the use thereof by the self-storage industry as a whole.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Same-Store Facility Results, page 51

    21.

    Please revise your reconciliation of net operating income for each
group of facilities to begin with net income and revise your description
of the net operating income calculation as necessary. See Item 10(e) of
Regulation S-K.

    In response to the Staff’s comment, and as discussed with the Staff on
September 30, 2004, the Company has revised the disclosure on page 53 to
remove same-store and non same-store net operating income. As a result
of deleting net operating income for each group of facilities, the
Company has also deleted the reconciliation of net income to net
operating income.

Securities and Exchange Commission

October 7, 2004

Page 7

Our Competitive Advantages – page 58

Focused Operating Philosophy

    22.

    We not