SecProbe.io

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LETTER TO THE S.E.C.

CLIFFORD CHANCE US LLP 31 WEST 52ND STREET NEW YORK NY 10019 TEL +1 212 878 8000 FAX +1 212 878 8375
www.cliffordchance.com

    TO

    Karen J. Garnett

Geoffrey M. Ossias

    COMPANY

    Securities and Exchange Commission

    FAX NO

    202-772-9209

202-942-9544

    PHONE NO

    202-551-3404

    FROM

    Elizabeth M. McCarroll

    DATE

    October 25, 2005

    CC

    Andrew Epstein

Eric Graham

    SENDER PHONE

    +1 212 878 3437

    PAGES (INCL COVER)

    2

    Re:

    Cogdell Spencer Inc.

File No. 333-127396

As a follow-up to today’s conversation regarding the risk factor on page 38 of the Cogdell Spencer
Inc. Registration Statement, regarding the underwriters’ potential conflict of interest, we are
attaching a markup of this risk factor with our proposed language. We would like to discuss this
proposal in the morning.

Please contact either Jay Bernstein at 212-878-8527 or Andrew Epstein at 212-878-8332.

Regards,

E.M.M.

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(COLLECT AT +1 212 878 8374) AND RETURN THE ORIGINAL TRANSMISSION TO US BY
MAIL.

In addition to customary underwriting discounts and commissions and financial advisory fees,
certain of our underwriters and their affiliates will also be lenders under our unsecured credit
facility, and as a result, will be receiving other benefits from providing this facility and may
have an interest in the successful completion of the offering beyond the underwriting discounts and
commissions and financial advisory fees the underwriters will receive in connection with the
offering.

Banc of America Securities LLC and Citigroup Global Markets Inc., which are acting as joint
book-running managers and as representatives of our underwriters, affiliates of Banc of America
Securities LLC and Citigroup Global Markets Inc. and an affiliate of BB&T Capital Markets, our
other underwriter, will receive benefits from this offering in addition to customary underwriting
discounts and commissions and financial advisory fees, reimbursement of some expenses and
indemnification for some liabilities that may result from this offering. An affiliate of Banc of
America Securities LLC, is the sole and exclusive administrative agent of our $100 million
unsecured credit facility. Banc of America Securities LLC and Citigroup Global Markets Inc. are
joint lead arrangers and joint book runners, and we expect that an affiliate of BB&T Capital
Markets will also be a lender under this facility. We will pay an annual administrative agency fee
of $15,000 to an affiliate of Banc of America Securities LLC, as the sole and exclusive
administrative agent, an arrangement fee of 0.125% of the aggregate principal amount of the
unsecured credit facility to Banc of America Securities LLC and Citigroup Global Markets Inc., as
joint lead arrangers and joint book runners, and an upfront fee of 0.25% of the aggregate principal
amount of the unsecured credit facility and an unused facility fee of 0.2% of any unused amount
less than 50% of the aggregate facility amount (or 0.1% of any unused amount equal or greater than
50% of the aggregate facility amount) to affiliates of Banc of America Securities LLC, Citigroup
Global Markets Inc. and BB&T Capital Markets, as lenders. The unsecured credit facility is
potentially expandable up to $250 million at our option, and subject to the approval of the
administrative agent. If the principal amount of the credit facility is expanded, the fees payable
under the facility will be proportionately increased. This transaction creates potential conflicts
of interest because the underwriters and their affiliates have an interest in the successful
completion of the offering beyond the underwriting discounts and commissions and financial advisory
fees they will receive. Additional potential conflicts of interest may arise in determining the
size of the offering because the closing of the unsecured credit facility is contingent upon, among
other things, this offering closing with minimum gross proceeds of $95.0 million.