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C L I F F O R D

    CLIFFORD CHANCE US LLP

    C H A N C E

    31 WEST 52ND STREET

    NEW YORK NY 10019

    TEL +1 212 878 8000

    FAX +1 212 878 8375

    www.cliffordchance.com

    TO

    Geoffrey M. Ossias

    COMPANY

    Securities and Exchange Commission

    FAX NO

    202-779-9209

    PHONE NO

    202-551-3404

    FROM

    Elizabeth M. McCarroll

    DATE

    October 11, 2005

    CC

    Andrew Epstein

    Eric Graham

    SENDER PHONE

    +1 212 878 3437

    PAGES (INCL COVER)

     4

    Re:

    Cogdell Spencer Inc.

    File No. 333-127396

Attached, please find pages 9 and 112 of our draft Amendment No. 3 to the Registration
Statement on Form S-11 that we anticipate filing. Because this disclosure is related
to our response to Comment 3 of your letter dated September 30, 2005 (the “September
30 Letter”), we wanted to provide you supplementally with these further revisions
which are being made to merely to clarify the existing disclosure.

In addition, we are supplementally providing you with an excerpt from the company’s
customer satisfaction survey (a copy of which was previously provided) which Andrew
Epstein discussed with you on the telephone earlier today. We would like to point out
that because a scale of 0 to 4 was used by the company on the survey (meaning
“strongly disagree” merits a 0; “disagree” merits a 1; “neutral” merits a 2; “agree”
merits a 3; and “strongly agree” merit a 4 rating, the company continues to believe
that their response to comment 25 of the September 30 Letter is correct and that its
tenants do indeed enjoy a high level of satisfaction.

We look forward to discussing this with you further on Wednesday when we
discuss the other 3 comments raised by Andrew during your call earlier today.

Regards,

Elizabeth McCarroll

FOR FAX TRANSMISSION PROBLEMS, CALL +1 212 878 8374 THIS FACSIMILE TRANSMISSION
IS INTENDED SOLELY FOR THE USE OF THE PERSON OR ENTITY TO WHICH IT IS ADDRESSED AND
MAY CONTAIN INFORMATION THAT IS PRIVILEGED, CONFIDENTIAL AND EXEMPT FROM DISCLOSURE
UNDER APPLICABLE LAW. ANY REVIEW, DISSEMINATION, DISTRIBUTION,
COPYING OR OTHER USE OF, OR THE TAKING OF ANY ACTION IN RELIANCE UPON, THIS
TRANSMISSION OR ITS
CONTENTS BY PERSONS OTHER THAN THE ADDRESSEE IS STRICTLY PROHIBITED. IF
YOU HAVE RECEIVED THIS COMMUNICATION IN ERROR, OR ARE UNCERTAIN ABOUT ITS
PROPER HANDLING, PLEASE CALL US IMMEDIATELY (COLLECT AT +1 212 878 8374) AND
RETURN THE ORIGINAL TRANSMISSION TO US BY MAIL.

    •

    the consolidation transaction; and

    •

    debt repayment.

As part of the consolidation transaction, our operating
partnership will enter into agreements with the holders of
interests who elect to receive OP units, pursuant to which the
operating partnership will indemnify these holders against
certain tax liabilities intended to be deferred in the
consolidation transaction if those tax liabilities result from
the operating partnership’s sale, transfer, conveyance or
other disposition of a property acquired by the operating
partnership in the consolidation transaction, or if the
operating partnership fails to offer the holder the opportunity
to guarantee, or otherwise bear the risk of loss, of certain
amounts of debt for U.S. federal income tax purposes.

The valuation of each of the existing entities, as well as
Cogdell Spencer Advisors, Inc., was fixed prior to the initial
filing of the registration statement of which this prospectus is
a part. In addition, the number of shares of common stock and/or
OP units that each holder of an ownership interest could receive
in exchange for each interest in the various contributed
entities was also fixed prior to the initial filing of the
registration statement of which this prospectus is a part.
Messrs. Cogdell and Spencer received OP units in exchange
for their direct and indirect ownership interests in the
existing entities. In addition, Messrs. Cogdell and Spencer
received approximately 1,464,121 shares of our common stock
for their ownership interests in Cogdell Spencer Advisors, Inc.

In the consolidation transaction, in consideration for the
acquisition of our predecessor, we expect to issue an aggregate
of 1,842,274 shares of our common stock and 3,838,587 OP
units, which include an aggregate of 1,464,121 shares of
stock and 1,097,906 OP units to members of our senior
management, and pay $36.5 million in cash from the net
proceeds of the offering. Based upon the mid-point of the price
range of our common stock indicated on the cover page of this
prospectus, the aggregate value of the shares of common stock
and OP units to be issued in the consolidation transaction will
be approximately $107.9 million. Thus, the aggregate value
of the consideration to be issued and paid by us in the
consolidation transaction is approximately $144.4 million.

For purposes of the consolidation transaction, we determined the
value of our predecessor by estimating the fair market value of
the real properties held by the existing entities using a
capitalization rate methodology and by estimating the value of
Cogdell Spencer Advisors, Inc. as a stand-alone company. A
capitalization rate methodology is a real property valuation
approach used by investors and appraisers to determine the fair
market value of income-producing real estate. Under this
methodology, the value of a property our calculated by dividing
their estimated 2005 net operating income, which is gross
property operating income less all expenses required to operate
the property, by an assigned capitalization rate. This valuation
approach resulted in a value of our predecessor in the
consolidation transaction of approximately $143.0.

In contrast, the aggregate historical combined net tangible book
value of our predecessor was approximately $(49.5) million as of
June 30, 2005. Net tangible book value measures the
historical costs of tangible assets (net of accumulated
depreciation) reduced by outstanding tangible liabilities and is
reflective of the manner in which assets and liabilities are
recorded on the balance sheet of a business enterprise under
accounting principles generally accepted in the United States of
America, or GAAP. Because the net tangible book value of our
predecessor is based on the historical costs of tangible assets
acquired and tangible liabilities incurred over more than a
quarter century of business activities, we do not believe that
net tangible book value is reflective of the fair market value
of our predecessor.

2

    •

    Certain other holders (none of which consist of our executive
    officers or directors) will be paid an aggregate of
    approximately $36.5 million in cash for their direct or
    indirect interests in the properties and assets owned by the
    existing entities; and

    •

    The stockholders of Cogdell Spencer Advisors, Inc. will exchange
    all of their stock in Cogdell Spencer Advisors, Inc. for
    approximately 1,464,121 shares of our common stock.

As part of the consolidation transaction we expect to acquire
one property, 190 Andrews, located in Greenville, South Carolina
which we currently manage. We expect to acquire this property
from its tenant-owners in exchange for a fixed value of
OP units equal to $3.2 million based upon the
mid-point of the price range indicated on the cover page of this
prospectus.

    Valuation of Existing Entities

The value of our predecessor in the consolidation transaction
was determined by estimating the fair market value of the real
properties held by the existing entities using a capitalization
rate methodology and by estimating the value of Cogdell Spencer
Advisors, Inc. as a stand-alone company. A capitalization rate
methodology is a real property valuation approach used by
investors and appraisers to determine the fair market value of
income-producing real estate. Under this methodology, the value
of a property is calculated by dividing the property’s net
operating income (i.e., gross property operating income less all
expenses required to operate the property) over a specified
annual period by an assigned capitalization rate. By focusing on
the net operating income of a property over a specified annual
period, this valuation methodology does not take into account
potential future changes in the net operating income of the
property that may occur outside of the specified period and may
not take into account certain future capital expenditures
required to be made at the property. As a result, this
methodology may not necessarily reflect the value that could be
obtained for a real property in a transaction with third
parties. In addition, third party appraisals were not used in
determining the value of the properties or of Cogdell Spencer
Advisors, Inc. As a result, the consideration paid by us in the
consolidation transaction may exceed the value of our
predecessor that may be reflected in other valuation
methodologies or appraisals or may be obtained in transactions
with third parties.

The valuation approach used in the consolidation transaction
resulted in a value of our predecessor in the consolidation
transaction of $143.0 million. In contrast, the aggregate
historical combined net tangible book value of our predecessor
was approximately $(49.5) million as of June 30, 2005.
Net tangible book value measures the historical costs of
tangible assets (net of accumulated depreciation) reduced by
outstanding tangible liabilities and is reflective of the manner
in which assets and liabilities are recorded and carried on the
balance sheet of a business enterprise under GAAP. Because the
net tangible book value of our predecessor is based on
historical costs of tangible assets acquired and tangible
liabilities incurred over more than a quarter century of
business activities, we do not believe that net tangible book
value is reflective of the fair market value of our predecessor.

The valuation of each of the existing entities, as well as that
of Cogdell Spencer Advisors, Inc., were fixed prior to the
initial filing of the registration statement of which this
prospectus is a part. In addition, the number of shares of
common stock that each holder of an ownership interest could
receive in exchange for each interest in the various contributed
entities was also fixed prior to the initial filing of the
registration statement of which this prospectus is a part.

    Excluded Assets

Messrs. Cogdell and Spencer have outside business interests
which include the ownership of three medical office buildings,
currently held for sale which we are not acquiring.
Messrs. Cogdell and Spencer, together, own a 5.0% interest
in two of the properties and in addition, with an interest owned
through Cogdell Spencer Advisors, Inc., own a 100% interest in
the third property, Gulfport Medical Office Building, LLC.
Gulfport Medical Office Building, LLC qualifies as a variable
interest entity under Financial Accounting Standards Board
Interpretation No. 46(R) and has not been consolidated
in the predecessor historical financial statements as the
hospital-lessee has been determined to be the primary
beneficiary that retains virtually complete economic control,
benefit and risk of the property. We expect to continue to
manage Gulfport Medical Office Building, LLC after this property
is sold. In addition, Messrs. Cogdell and Spencer own an
aggregate 22.5% interest in a parcel of undeveloped land
adjacent to River Hills Medical Plaza. We have

3

Cogdell Spencer Advisors

Building Services Survey 2005

PROPERTY NAME:                                                             DATE:

TENANT BUSINESS NAME:                                                              SUITE #

COMPLETED BY:
TITLE:

PHONE:

PLEASE EVALUATE THE FOLLOWING SERVICE AREAS BY CHECKING THE BOX WHICH MOST
ACCURATELY REFLECTS YOUR OPINION.

MANAGEMENT SERVICES

    Strongly

    Agree

    Neutral

    Disagree

    Strongly

    Agree

Disagree

    1.

    The building’s
management staff is
responsive to your
concerns:

    Comments or Suggestions:

    Strongly

    Agree

    Neutral

    Disagree

    Strongly

    Agree

Disagree

    2.

    The
building’s
management staff
follows through on
promised
actions:

    Comments or Suggestions:

BUILDING FEATURES

    3.

    The Janitorial
Service meets my
expectations in the
following areas:

    Strongly

    Agree

    Neutral

    Disagree

    Strongly

    Agree

Disagree

          A.

    Office areas

    Comments or Suggestions: