SecProbe.io

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September 7, 2005

Mail Stop 4561

Frank C. Spencer
Chief Executive Officer
Cogdell Spencer Inc.
4401 Barclay Downs Drive, Suite 300
Charlotte, NC 28209

      Re:	Cogdell Spencer Inc.
		Registration Statement on Form S-11
      Filed August 10, 2005
		File No.  333-127396

Dear Mr. Spencer:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We note from page 38 that "some" of the uses of proceeds that
you
have identified may be funded from sources other than this
offering.
Based on this statement, it does not appear to us that you have
identified firmly the use of any of your proceeds.  Accordingly,
please tell us why we should not consider this offering to be a
blind
pool subject to the disclosure requirements of Guide 5.
2. Please update your financial statements in accordance with Rule
3-
12 of Regulation S-X.

3. Revise to include a schedule of Real Estate and Accumulated
Depreciation as prescribed by Rule 5-04 of Regulation S-X.
4. Please provide us with a copy of any artwork you intend to use
for
the prospectus.

Prospectus Cover Page
5. Please revise the cover page and the summary risk factors on
page
4 to discuss the risks related to conflicts of interest in your
formation transactions, including lack of an appraisal and the
risk
of overpayment.

Summary, page 1

Competitive Strengths, page 3
6. Most of the information included in this section has already
been
disclosed in the Overview section of the prospectus summary.
Please
revise your summary to eliminate repetitive disclosure.
Similarly,
please eliminate repetitive disclosure under the subheading "Our
Aggregate Portfolio."

Our Wholly Owned Properties, page 5
7. We note from page 8 that you generated in 2004 only $643,553 in
management fees paid by third parties. This appears to represent
less
than 2% of your combined 2004 revenue from rental activities.  In
order to give investors an idea of the relative scope and
importance
of each part of your business to your overall business strategy,
please indicate what percentage of your revenue in the most recent
period was generated by your wholly-owned properties, by third-
party
development fees and by third-party management fees.

Development Opportunities, page 8
8. Please remove general references to your return on capital.
Instead, please revise your MD&A to discuss your development
activities and historical rates of return on capital.

Formation Transactions, page 8
9. Please provide a more detailed summary of these transactions,
including total consideration to be paid, historical book value of
the assets to be transferred, and a brief description of the tax
protection agreements.  Please indicate separately the value of
and
consideration for Cogdell Advisory Services, which appears to be
your
management entity.

Material Benefits to Related Parties, page 10

Formation Transactions, page 10
10. Please disclose the net tangible book value of assets to be
transferred by your non-executive managers.

Advisory Fee, page 11
11. Please identify the affiliate and file the engagement letter
as
an exhibit to this registration statement.  Also, please briefly
describe the advisory services provided by the affiliate.

Our Tax Status, page 11
12. On page 12, please disclose that up to 25% of your assets may
be
held through your taxable REIT subsidiary ("TRS") and  please
disclose that your decision to retain accumulated earnings in the
TRS
will cause those amounts to be excluded from the 90% of REIT
taxable
income that is required to be distributed to shareholders.

Distribution Policy, page 12
13. Please clarify the record date for your intended initial
distribution.  If public shareholders will not be participating,
please revise your discussion of related party benefits to cover
amounts to be distributed to affiliated parties.

Risk Factors, page 17

Risks Related to Our Properties and Operations, page 17
14. Please discuss the risk, if any, related to your reliance on
one
or a few hospital systems for a material portion of your revenue.

If we are unable to promptly re-let our properties..., page 19
15. Please clarify what portion of your rental revenue the leases
subject to expiration account for and please indicate what
percentage
of your properties are subject to "use" restrictions.  Tell us
whether these are the same as the deed restrictions referred to in
footnote seven on page 7.  If not, please revise to discuss these
additional deed restrictions, where relevant.

We own 19 of our wholly owned properties subject to ground
leases...,
page 21
16. Please disclose the key restrictions contained in your ground
leases and what portion of your total rentable space is subject to
these leases.

Risks Related to the Healthcare Industry, page 24

Adverse trends in healthcare provider operations..., page 24
17. We note that the healthcare industry is experiencing
significant
unused capacity in certain areas.   Please be more specific and
indicate the extent to which you operate in any of these areas.

Risks Related to Our Debt Financings, page 26

Required payments on principal and interest on borrowings..., page
26
18. Please revise to make it clear that in 2007 your maturing
obligations rise significantly from current levels.  Also, we note
from page 27 that you may violate restrictive covenants in your
loan
agreements.  Please be more specific as to the nature of these
covenants.

Our ability to pay our estimated initial annual distribution...,
page
27
19. Please revise the title and body of this risk factor to focus
on
your ability in general to make future distributions.  In a
separate
risk factor, please discuss risks related to your ability to meet
your anticipated initial distribution schedule in the event that
any
of your material assumptions, described on page 40, fail to
materialize.  Finally, please disclose that you may fund future
distributions out of property sales, including at a loss, or
equity
offerings, which would be dilutive, or that you may suspend
distributions altogether.

We currently are negotiating to obtain an unsecured..., page 28
20. Please revise your discussion to reflect the actual terms of
the
loan agreement once known and file the final agreement as an
exhibit
to this registration statement.  Also, please tell us whether you
are
negotiating this agreement with any of your underwriters.
Finally,
we note from page 55 that you may not obtain the line at all.
Please
discuss risk related to your failure to enter into this financing.

Risks Related to Our Organization and Structure, page 28
21. Where relevant, and only to the extent material, please
discuss
risk related to:
* the distribution preference and anti-dilution rights accorded to
holders of OP and LTIP units (see page 113); and
* the limitations contained in your partnership agreement on your
ability to enter into a change of control transaction or retain
the
proceeds of stock offerings (see page 114).

Risks Related to the Offering, page 35

Future sales of our common stock may depress the price..., page 36
22. Please quantify the number of shares you intend to register
under
your 2005 incentive plan.

Use of Proceeds, page 38
23. Please make it clear what the proceeds of this offering will
be
used for.  Also, please tell us whether offering proceeds will be
used to pursue the $3.2 million acquisition referred to on page
98,
and provide additional disclosure as appropriate.  Refer to
Instruction 6 to Item 504 of Regulation S-K.  Finally, please
clarify
what "other debt" refers to and tell us why it is appropriate for
you
to assume the proceeds of your proposed line of credit.

Distribution Policy, page 40
24. Please describe in your narrative all material assumptions you
have made in arriving at cash available for distribution.  In
revising your disclosure, please:
* disclose the sources of and any assumptions underlying estimated
cash flows from investing and financing activities; and
* discuss the impact on your assumptions of the tax protection
agreements connected to your formation transactions, including the
possibility of increased debt or required cash payments.
Please note, material assumptions that could impact distributions
should be reflected in your summary disclosure on page 12.
25. Please tell us why you have not included any adjustments
related
to unconsolidated entities.  In this regard, please consider
whether
your financial obligations related to any of your development
projects or joint operating ventures could impact your ability to
satisfy your intended distribution schedule.

26. In footnote (5) you assume a percentage lease renewal with
respect to leases expiring after March 31, 2005 and prior to April
1,
2006 based on a percentage average lease renewal rate for the
three
years ended December 31, 2004.  In your next amendment please
remove
this assumption as we do not believe it is reasonable to assume
renewals of leases in arriving at estimated cash available for
distribution for the 12 months ending March 31, 2006.  You should
only include the effect of new leases or renewals of existing
leases
if leases have been signed.

Selected Financial Data, page 48

27. Revise your reconciliation of FFO to begin with net income.
Also
confirm to us and clarify in the next amendment that the
adjustment
to net income for unconsolidated entities` real estate
depreciation
includes only your proportional share of the depreciation expense.
See Item 10(e) of Regulation S-K.

Management`s Discussion and Analysis, page 49

Overview, page 49
28. Where relevant, please discuss your use of leverage, including
your existing leverage and target leverage ratios and any changes
in
leverage from period to period.
29. Where relevant, please discuss potential future charges
related
to $2.9 million in LTIP units you expect to issue to Messrs.
Spencer
and Handy upon the close of this offering.
30. Please clarify your definition of rental and fee revenue.  It
appears from page F-35 that "rental" revenue actually consists of
rent earned from properties owned by you and rent from advisory
fees.
On the other hand, fee revenue appears to refer exclusively to
fees
earned from your development projects.  Rental revenue and
management
or advisory fees and associated expenses should be broken out and
discussed separately.  In revising your disclosure, please explain
where you derived the $643,553 figure cited on page 8.
31. Where relevant, please explain briefly, from note 11 to your
financial statements, your approach to reconciling reported
results
through the elimination of intersegment revenue and expenses tied
to
related parties.  Also, please explain whether you expect to
continue
making such a distinction following the close of the formation
transactions and your purchase of properties currently rented by
related parties.
32. Please provide a discussion of factors that may impact the
comparability of results, such as the recent accounting
pronouncements discussed on page 58.  Refer to instruction 2 to
Item
301 of Regulation S-K.
33. In each period discussed, it appears that improvements in net
income were primarily related to significant decreases in interest
expense.  These decreases themselves appear to be tied mainly to
your
hedging activity.  In addition, we note that improvement in total
revenue for 2004 versus 2003 was driven in part by a $1 million
(73%)
increase in development fees.  Please revise to discuss your
expectations regarding future reliance on hedging and development
fees.  Disclose whether management views these activities as
significant drivers of net income or revenue for future periods.

Results of Operations, page 52

Three months ended March 31, 2005 compared to three months ended
March 31, 2004, page 52
34. Please revise the disclosure of total revenues to discuss fee
revenue for this period.

Liquidity and Capital Resources, page 54
35. Please revise to discuss historical changes in cash flow from
operations, financing and investing activities.

Short-Term Liquidity Needs, page 54
36. Please discuss in more detail the anticipated changes in your
cash position following this offering and quantify the existing
cash
balance of your predecessor.  Quantify funds to be used for all
known
short-term transactions, as opposed to merely relying on estimates
based on historical capital expenditures.  Such transactions would
appear to include:

* repayment of debt;

* cash payments to interest holders;

* the success fee to the affiliate of Mr. Jennings;

* unfunded capital expenses, including property improvements,
renovation or development;

* commitments related to your development agreements;

* the intended initial annual distribution;

* the $3.2 million acquisition referred to on page 98;
37. Please disclose restrictions on the liquidity of your assets,
including illiquidity common to most real estate, but also
characteristics specific to your target asset type as well as any
contractual or regulatory restrictions.  In revising your
disclosure,
please address liquidity issues connected to the tax protection
agreements described on page 98, quantify any current or long-term
liabilities and consider whether these agreements constitute
contingent obligations.  In this regard. we note that these
agreements
* appear to place an eight-year hold on your ability to sell
property, include 12 years of "deficit reduction" rights and may
require cash payments to cover tax obligations; and
* may place limits on your debt levels, which could inhibit your
ability to refinance these properties to meet both short- and
long-
term liquidity needs.
38. Where relevant, please discuss what appears to be, from page
55,
a significant decrease in capital expenditures in the first
quarter
of 2005.  Please indicate whether this comports with your
expectations going forward and discuss, to the extent applicable,
any
seasonality associated with your capital expenditures.
39. Please discuss the impact on your liquidity of the put held by
the charitable foundation, as described on page 70.
40. We note from page 18 that 7.4% of your properties are located
in
Louisiana.  To the extent material, please discuss the impact on
your
properties from Hurricane Katrina.
41. In light of the foregoing, and your statement on page 26 that
you
do not expect cash flow from operations to be sufficient to meet
your
maturing debt obligations, please provide an estimate of how long
you
believe you will be able to meet your liquidity needs based on
your
cash position at the close of this offering.

Off-Balance Sheet Arrangements, page 55

42. You disclose that you are not expected to guarantee the
obligations of unconsolidated entities or to provide funding to
any
such entities.  However, on page F-29 you disclose that you have
guaranteed mortgage notes payable for unconsolidated real estate
joint ventures.  Please clarify your disclosure as necessary.

Indebtedness Outstanding Upon Completion of the Offering, page 55
43. On page 56, please disclose the prepayment terms of your
mort