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 July 30, 2025

Kevin Halleran
Chief Financial Officer
Blue Owl Digital Infrastructure Trust
150 N. Riverside Plaza, 37th Floor
Chicago, IL 60606

 Re: Blue Owl Digital Infrastructure Trust
 Amended Registration Statement on Form 10-12G
 Filed July 18, 2025
 File No. 000-56758
Dear Kevin Halleran:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response and any amendment you may file in
response to this
letter, we may have additional comments. Unless we note otherwise, any
references to prior
comments are to comments in our July 7, 2025 letter.

Amended Registration Statement on Form 10-12G filed July 18, 2025
General

1. We note that you propose to hold some assets through joint ventures in
order to
 facilitate co-investment with third parties. Please address whether you
expect any such
 joint ventures to meet the definition of investment company under
Section 3(a) of
 the Investment Company Act of 1940 (the 1940 Act ) and, if so,
whether you expect
 such joint ventures to rely on any exemptions or exclusions therefrom.
To the extent
 that a joint venture is an investment company for purposes of Section
3(a) of the 1940
 Act and cannot rely on any exclusion or exemption, please address the
impact on the
 investment company status of the Operating Partnership and the Company
as a whole.
2. You state that your business will be focused primarily on digital
infrastructure
 assets which you define as . . . including data center assets,
fiber, cell towers and
 other technology- and connectivity-related real assets, and to a lesser
extent, portfolio
 companies that perform services relating to, or that otherwise engage
in, businesses
 July 30, 2025
Page 2

 relating to digital infrastructure assets. We further note that you
intend to rely on
 Section 3(c)(5)(C) of the 1940 Act in the event that you are or become
an investment
 company for purposes of Section 3(a). Please describe in further detail
the categories
 of digital infrastructure assets that you expect to hold and, with
respect to assets that
 are not direct interests in real estate, please discuss your proposed
treatment of such
 assets for purposes of Section 3(c)(5)(C).
Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related
Shareholder Matters
Relationship between NAV and Our Transaction Price and Repurchase Price, page
151

3. We note the revisions made in response to prior comment 6. Please
reconcile the
 revised disclosure, which states that you will provide notice of the
transaction price
 when available on your website and directly to the financial
intermediaries that
 participate in your private offering with the response to prior comment
3 footnote 2,
 which reflects that the company intends to file a Form 8-K to reflect
such information.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pam Howell at 202-551-3357 or Isabel Rivera at
202-551-3518 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Benjamin Wells
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