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corresp

October 20, 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. 2 to Registration Statement on Form S-11

    Filed on October 7, 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
October 19, 2004 (the “October 19 Letter”), with respect to Amendment No. 2 to
the Registration Statement (the “Registration Statement”) on Form S-11
(Registration No. 333-117848) filed by the Company on October 7, 2004.

     The responses to the Staff’s comments are set out in the order in which
the comments were set out in the October 19 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. 3 to the Registration Statement.

Form S-11

    1.

    We note your response to prior comment 5; however, we reissue that
part of our previous comment asking you to revise to describe the
conflicts of interest that arise from the substantial benefits received
in connection with this offering, including that the interests of these
affiliates differ from those of other stockholders and that the
negotiations involving the formation transactions were not arms-length.
Please similarly revise the summary and risk factors section.

In response to the Staff’s comment, the Company has revised the cover
page, summary and risk factors section to describe the conflicts of
interest that arise from the substantial benefits that will be received
by related parties concurrently with the offering and the fact that the
negotiations

Securities and Exchange Commission

October 20, 2004

Page 2

involving the formation transactions were not conducted on an arm’s
length basis. See the third bullet point on the cover page, the twelfth
bullet point under the caption “Summary Risk Factors” on page 4 and the
risk factor entitled “The negotiations involving our formation
transactions were not conducted on an arm’s length basis; and the value
of the equity interests in us that Robert J. Amsdell, Barry L. Amsdell,
Todd C. Amsdell and the Amsdell Entities will own following our formation
transactions may exceed the fair market value of their interests in our
operating partnership that they currently own through High Tide LLC and
Amsdell Partners, Inc. and the other assets we will acquire from them in
those transactions. As a result of these transactions, these individuals
have a conflict of interest with respect to this offering because they
have interests that differ from other shareholders” under the caption
“Risk Factors—Risks Related to This Offering” on page 27. In addition,
the Company supplementally advises the Staff that it does not believe
that there are any material conflicts of interests of the Amsdell family
and the Amsdell Entities other than those already described in the
sections referenced above.

Summary, page 1

    2.

    We note your response to prior comment 7; however, we reissue our
previous comment. Please revise to briefly describe the chronological
corporate history of your predecessor entity, Acquiport/Amsdell I
Limited Partnership, since 1996. Please similarly revise the business
section disclosure.

In response to the Staff’s comment, the Company has provided additional
disclosure under the caption “Summary—Overview” on page 1 regarding the
activities of Acquiport/Amsdell I Limited Partnership since its formation
in 1996. The Company has made corresponding changes in the section
entitled “Our Business and Facilities—Overview” on page 59. The Company
supplementally advises the Staff that Acquiport/Amsdell I Limited
Partnership has been the principal vehicle through which the Amsdell
family and the Amsdell Entities have conducted their self-storage
business.

    3.

    We note your response to prior comment 9. Please revise your
disclosure on pages 9 and 112 to disclose the belief that the 29%
excepted holder limit for the Amsdell family does not jeopardize your
REIT status and describe the business reasons for the exception on
ownership restriction.

In response to the Staff’s comment, the Company has revised its
disclosure on pages 10 and 113 to disclose the Company’s belief that the
29% excepted holder limit for certain members of the Amsdell family and
certain related entities does not jeopardize the Company’s REIT status.
In addition, the Company has provided additional disclosure on pages 9
and 113 regarding the reasons for excepted holder limit (i.e., the fact
that, immediately upon completion of the offering, certain members of the
Amsdell family and certain trusts established for the benefit of members
of the Amsdell family will, as a group, own approximately 26% of the
Company’s common shares (and approximately 28.3% on a fully diluted
basis)).

Securities and Exchange Commission

October 20, 2004

Page 3

    4.

    Please revise the cover page, summary and risk factors to disclose
and quantify the revolving credit facility in the amount of $150 million
that Lehman and Wachovia will provide to your operating subsidiary.

In response to the Staff’s comment, the Company has revised the cover
page, summary and risk factor disclosure to disclose the fact that
affiliates of Lehman Brothers and Wachovia Securities are expected to
provide a $150 million revolving credit facility to the Company’s
operating partnership. See the fourth bullet point on the cover page, the
fourteenth bullet point under the caption “Summary Risk Factors” on page
5 and the body of the prospectus under the caption “Risk Factors—Risks
Related to This Offering—Affiliates of Lehman Brothers and Wachovia
Securities will receive benefits in connection with this offering , and
therefore Lehman Brothers and Wachovia Securities have a conflict of
interest with respect to this offering because they have interests in the
successful completion of this offering beyond the underwriting discount
and commissions they will receive” on page 30.

Our Facilities, page 5

    5.

    We note your response to prior comment 11. We further note that
Rising Tide will have the right to acquire 8 facilities. Please revise,
here and throughout, to identify who currently owns or controls these 8
facilities, including whether the facilities are currently held by the
Amsdells or third parties.

In response to the Staff’s comment, the Company has revised its
disclosure in the Summary section and throughout the body of the
prospectus to indicate that these eight option facilities are currently
held by unaffiliated third parties. See, for example, pages 1, 6, 25, 58
and 74.

Exhibits

    6.

    Please file signed and dated opinions with your next amendment.

In response to the Staff’s comment, the Company is filing the signed and
dated legal and tax opinions with Amendment No. 3.

    7.

    Please file the office lease, aircraft lease and any indemnification
agreements, which are discussed on pages 92-93, as exhibits to your next
amendment. Refer to Item 601(b)(ii)(A) of Regulation S-K.

In response to the Staff’s comment, the Company is filing the form of
office lease and form of indemnification agreements as exhibits to
Amendment No. 3. The Company supplementally advises the Staff that it
believes that the aircraft lease is immaterial in amount and
significance, and, therefore, the Company does not believe it is
necessary to file the aircraft lease as an exhibit to the Registration
Statement.

Securities and Exchange Commission

October 20, 2004

Page 4

     We have enclosed with this letter a marked copy of Amendment No. 3 to the
Registration Statement, which was filed today by the Company via EDGAR,
reflecting all changes to the Registration Statement.

****

     If you have any questions or would like further information concerning the
Company’s responses to your comment letter, please do not hesitate to contact
David W. Bonser at 202/637-5868 or me at 202/637-6868 . Thank you for your
consideration.

        Sincerely,

        /s/ Thomas C. Morey

        Thomas C. Morey, Esq.

    cc:

    Steven G. Osgood

    J. Warren Gorrell, Jr., Esq.

    David W. Bonser, Esq.

    Benjamin R. Weber, Esq.

    William G. Farrar, Esq.

    (Sullivan & Cromwell LLP)