SecProbe.io

CORRESP
1
filename1.htm

COGDELL SPENCER INC.

October 24, 2005

VIA
FACSIMILE (202.772.9209)

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Attention: Mr. Geoffry M. Ossias

RE: Cogdell
Spencer Inc. Registration Statement on Form S-11 (File No. 333-127396)

Dear Mr. Ossias:

Pursuant
to Rule 461, promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), as the Representatives of the underwriters of the proposed public offering of
Common Stock that is the subject matter of the above-captioned Registration Statement, we hereby
join in the request of the issuer that the effective date of the Registration Statement be
accelerated so that such Registration Statement will become effective
on October 26, 2005 at 2:00
p.m., Eastern Standard Time, or as soon thereafter as practical.

In
accordance with Rule 460 and Rule 418(a)(7) of the General Rules and Regulations under the
Securities Act, we advise you that the preliminary prospectus dated October 14, 2005 was
distributed commencing October 14, 2005 and through October 21, 2005 as follows:

    Underwriters

    15,495

    Dealers

    152

    Institutions

    4,078

    Other (retail)

    275

We
have taken reasonable steps to make the information contained in the Registration Statement
conveniently available to underwriters and dealers who will participate in the distribution of the
securities registered thereunder.

The
undersigned also confirm that they and any participating dealers have complied and will
continue to comply with Rule 15c2-8 of the General Rules and Regulations of the Securities Exchange
Act of 1934, as amended, in connection with the above-captioned public offering.

The
underwriting arrangements have been described to the NASD Regulation, Inc. (the “NASD”)
and the NASD has advised us in a letter dated October 20, 2005 that they have no objection to the
underwriters’ compensation and other underwriting arrangements.

[SIGNATURE PAGE FOLLOWS]

      If you have any questions or comments regarding this request, please call Eric J. Graham of
Goodwin Procter LLP at (617) 570-1006.

Very truly yours,

CITIGROUP
GLOBAL MARKETS INC.
   as a Representative of the
several underwriters

By: /s/
Paul Ingrassia

Name:
Paul Ingrassia

Title:     Managing Director – Head of
North

              American
Real Estate & Lodging

BANC OF AMERICA
SECURITIES LLC
   as a Representative of the
several underwriters

By:  /s/
M. Bradley Smith

Name:
M. Bradley Smith

Title:     Managing Director