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 DIGITAL REALTY TRUST, INC.
 2323 Bryan Street, Suite 1800
 Dallas, TX 75201 April 15, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance Office of Real Estate &
Construction 100 F Street, N.E. Washington, D.C. 20549
 Attn: Isabel Rivera

 Re:

 Digital Realty Trust, Inc.

 Registration Statement on Form S-3
 Filed April 7, 2025

 File No. 333-286425
 Dear Ms. Rivera:
 In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Digital Realty Trust, Inc. (the
“ Company ”) hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (File
 No. 333-286425) (the “ Registration Statement ”). The Company respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on April 18,
2025 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Brent T. Epstein of Latham & Watkins LLP at
(213) 891-8185.

 Very truly yours,

 DIGITAL REALTY TRUST, INC.

 /s/ Jeannie Lee

 Jeannie Lee

 Executive Vice President, General Counsel and Secretary

 cc:

 Andrew Power, President & Chief Executive Officer

 Matthew Mercier, Chief Financial Officer

 Julian T.H. Kleindorfer, Latham & Watkins LLP

 Brent T. Epstein, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 14, 2025

Andrew P. Power
Chief Executive Officer
Digital Realty Trust, Inc.
2323 Bryan Street, Suite 1800
Dallas, TX 75201

 Re: Digital Realty Trust, Inc.
 Registration Statement on Form S-3
 Filed April 7, 2025
 File No. 333-286425
Dear Andrew P. Power:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Isabel Rivera at 202-551-3518 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Brent T. Epstein
</TEXT>
</DOCUMENT>

July 23, 2024
Andrew Power
President & Chief Executive Officer
Digital Realty Trust, Inc.
5707 Southwest Parkway, Building 1, Suite 275
Austin, TX 78735
Re:Digital Realty Trust, Inc.
Form 10-K for the year ended December 31, 2023
File No. 001-32336
Dear Andrew Power:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

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Attention:
   Eric McPhee

 Wilson Lee

Re:
 Digital Realty Trust, Inc.

Form 10-K for the year ended December 31, 2023

Form 8-K filed May 2, 2024

File No. 001-32336

Ladies and Gentlemen:

 On behalf of Digital
Realty Trust, Inc. (the “Company”) and Digital Realty Trust, L.P. (the “Operating Partnership”), set forth below are the Company’s responses to the comments of the Staff (the
“Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated June 17, 2024, relating to the Company’s and the
Operating Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Form 8-K filed on May 2, 2024 (the “First
Quarter 2024 Form 8-K”).

 For convenience of reference, the text of the comment in
the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after the comment.

Form 8-K filed May 2, 2024

Exhibit No. 99.1

 Definitions, page 31

1.
 We note that your measures Core FFO and Adjusted EBITDA contain adjustments for other non-core items. Please tell us what types of revenues or expenses are being added back, and to the extent that these are significant to the non-GAAP measure in future filings,
please provide further explanation within your disclosure.

 Response: The Company respectfully advises the Staff that
(i) with respect to Core FFO, the “other non-core revenue adjustments” in recent periods are comprised of deferred rent adjustments related to a customer bankruptcy, joint venture development
fees included in gains, and lease termination fees, and the “other non-core expense adjustments” in recent periods are comprised of write-offs associated with bankrupt or terminated customers, non-recurring legal expenses and adjustments to reflect our proportionate share of transaction costs associated with noncontrolling interests and (ii) with respect to Adjusted EBITDA, the “other non-core adjustments, net” in recent periods are comprised of foreign exchange net unrealized gains/losses attributable to remeasurement, deferred rent adjustments related to a customer bankruptcy, write-offs
associated with bankrupt or terminated customers, non-recurring legal expenses, gain on sale of land option and lease termination fees.

 The Company intends to include footnotes in future filings that disclose the larger
components of “other non-core revenue adjustments,” “other non-core expense adjustments” and “other
non-core adjustments, net.” Attached hereto as Schedule A is a version of the reconciliations of Core FFO and Adjusted EBITDA that appeared in the Company’s earnings release and supplemental
furnished with the First Quarter 2024 Form 8-K, which has been marked to show the type of revised disclosure that the Company intends to include in future filings (text in bold underline indicating the
additions).

 *********

 If
you have any questions or comments with regard to these responses or other matters, please call the undersigned at (213) 891-8371.

Sincerely,

 /s/ Julian Kleindorfer

Julian Kleindorfer, Esq.

of Latham & Watkins LLP

cc:
 Andrew Power, President & Chief Executive Officer

Matthew Mercier, Chief Financial Officer

Jeannie Lee, Executive Vice President, General Counsel and Secretary

Brent T. Epstein, Latham & Watkins LLP

 Schedule A

FFO and CORE FFO

 Unaudited and in thousands, except per share data

Three Months Ended

 Reconciliation of Net Income to Funds From Operations
(FFO)

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Net Income / (Loss) Available to Common Stockholders

$
271,327

$
18,122

$
723,440

$
108,003

$
58,547

 Adjustments:

 Non-controlling interest in operating partnership

6,200

410

16,300

2,500

1,500

 Real estate related depreciation & amortization (1)

420,591

410,167

410,836

424,044

412,192

 Reconciling items related to non-controlling
interests

(8,017
)

(15,377
)

(14,569
)

(14,144
)

(13,388
)

 Unconsolidated JV real estate related depreciation & amortization

47,877

64,833

43,215

35,386

33,719

 (Gain) / loss on real estate transactions

(286,704
)

103

(810,688
)

(89,946
)

(7,825
)

 Provision for impairment

— 

5,363

113,000

— 

— 

 Funds From Operations

$
451,273

$
483,621

$
481,535

$
465,844

$
484,745

 Weighted-average shares and units outstanding - basic

318,469

311,960

308,024

301,593

297,180

 Weighted-average shares and units outstanding - diluted (2) (3)

326,975

321,173

317,539

313,021

309,026

 Funds From Operations per share - basic

$
1.42

$
1.55

$
1.56

$
1.54

$
1.63

 Funds From Operations per share - diluted (2)
(3)

$
1.41

$
1.53

$
1.55

$
1.52

$
1.60

Three Months Ended

Reconciliation of Earnings Before Interest, Taxes, Reconciliation of FFO
to Core FFO

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Funds From Operations

$
451,273

$
483,621

$
481,535

$
465,844

$
484,745

 Other non-core revenue adjustments (4)

3,525

(146
)

(27
)

27,454

(887
)

 Transaction and integration expenses

31,839

40,226

14,465

17,764

12,267

 Loss from early extinguishment of debt

1,070

— 

— 

— 

— 

 Severance, equity acceleration and legal expenses
(5)

791

7,565

2,682

3,652

4,155

 (Gain) / Loss on FX revaluation

33,602

(24,804
)

451

(7,868
)

(6,778
)

 Other non-core expense adjustments (6)

10,052

1,956

1,295

655

— 

 Core Funds From Operations

$
532,153

$
508,417

$
500,402

$
507,501

$
493,500

 Weighted-average shares and units outstanding - diluted (2) (3)

319,138

312,356

308,539

301,806

297,382

 Core Funds From Operations per share - diluted
(2)

$
1.67

$
1.63

$
1.62

$
1.68

$
1.66

(1)
 Real Estate Related Depreciation & Amortization

Three Months Ended

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Depreciation & amortization per income statement

$
431,102

$
420,475

$
420,613

$
432,573

$
421,198

 Non-real estate depreciation

(10,511
)

(10,308
)

(9,777
)

(8,529
)

(9,006
)

 Real Estate Related Depreciation & Amortization

$
420,591

$
410,167

$
410,836

$
424,044

$
412,192

(2)
 Certain of Teraco’s minority indirect shareholders have the right to put their shares in an upstream
parent company of Teraco to Digital Realty in exchange for cash or the equivalent value of shares of Digital Realty common stock, or a combination thereof. US GAAP requires Digital Realty to assume the put right is settled in shares for
purposes of calculating diluted EPS. This same approach was utilized to calculate FFO/share. The potential future dilutive impact associated with this put right will be excluded from Core FFO and AFFO until settlement occurs – causing diluted
share count to be higher for FFO than for Core FFO and AFFO. When calculating diluted FFO, Teraco related minority interest is added back to the FFO numerator as the denominator assumes all shares have been put back to Digital Realty.

Three Months Ended

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Teraco noncontrolling share of FFO

$
9,768

$
7,135

$
11,537

$
9,645

$
11,069

 Teraco related minority interest

$
9,768

$
7,135

$
11,537

$
9,645

$
11,069

(3)
 For all periods presented, we have excluded the effect of dilutive series J, series K and series L preferred
stock, as applicable, that may be converted into common stock upon the occurrence of specified change in control transactions as described in the articles supplementary governing the series J, series K and series L preferred stock, as applicable,
which we consider highly improbable. See above for calculations of FFO and the share count detail section that follows the reconciliation of Core FFO to AFFO for calculations of weighted average common stock and units outstanding. For definitions
and discussion of FFO and Core FFO, see the Definitions section.

(4)
 Includes deferred rent adjustments related to a customer bankruptcy, joint venture development fees
included in gains and lease termination fees.

(5)
 Relates to severance and other charges related to the departure of company executives and integration-related
severance.

(6)
 Includes write-offs associated with bankrupt or terminated customers,
non-recurring legal expenses and adjustments to reflect our proportionate share of transaction costs associated with noncontrolling interests.

 ADJUSTED EBITDA

Reconciliation of Earnings Before Interest, Taxes, Depreciation, and Amortization and Financial Ratios

Unaudited and Dollars in thousands

Three Months Ended

 Reconciliation of Earnings Before Interest, Taxes,

Depreciation & Amortization (EBITDA) (1)

31-Mar-24

31-Dec-23

30-Sep-23

30-Jun-23

31-Mar-23

 Net Income / (Loss) Available to Common Stockholders

$
271,327

$
18,122

$
723,440

$
108,003

$
58,547

 Interest

109,535

113,638

110,767

111,116

102,220

 Loss from early extinguishment of debt

1,070

— 

— 

— 

— 

 Income tax expense (benefit)

22,413

20,724

17,228

16,173

21,454

 Depreciation & amortization

431,102

420,475

420,613

432,573

421,198

 EBITDA

$
835,446

$
572,958

$
1,272,048

$
667,866

$
603,420

 Unconsolidated JV real estate related depreciation & amortization

47,877

64,833

43,214

35,386

33,719

 Unconsolidated JV interest expense and tax expense

34,271

42,140

27,000

32,105

18,556

 Severance, equity acceleration and legal expenses

791

7,565

2,682

3,652

4,155

 Transaction and integration expenses

31,839

40,226

14,465

17,764

12,267

 (Gain) / loss on sale of investments

(277,787
)

103

(810,688
)

(89,946
)

— 

 Provision for impairment

— 

5,363

113,000

— 

— 

 Other non-core adjustments, net (2)

21,608

(35,439
)

1,719

22,132

(14,604
)

 Non-controlling interests

6,329

(8,419
)

12,320

(2,538
)

111

 Preferred stock dividends

10,181

10,181

10,181

10,181

10,181

 Adjusted EBITDA

$
710,556

$
699,509

$
685,943

$
696,604

$
667,804

(1)
 For definitions and discussion of EBITDA and Adjusted EBITDA, see the Definitions section.

(2)
 Includes foreign exchange net unrealized gains/losses attributable to remeasurement, deferred rent
adjustments related to a customer bankruptcy, write-offs associated with bankrupt or terminated customers, non-recurring legal expenses, gain on sale of land option and lease termination fees.

United States securities and exchange commission logo
June 17, 2024
Andrew Power
President & Chief Executive Officer
Digital Realty Trust, Inc.
5707 Southwest Parkway, Building 1, Suite 275
Austin, TX 78735
Re:Digital Realty Trust, Inc.
Form 10-K for the year ended December 31, 2023
Form 8-K filed May 2, 2024
File No. 001-32336
Dear Andrew Power:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            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 to this letter, we may have additional comments.
Form 8-K filed May 2, 2024
Exhibit No. 99.1
Definitions, page 31
1.We note that your measures Core FFO and Adjusted EBITDA contain adjustments for
other non-core items. Please tell us what types of revenues or expenses are being added
back, and to the extent that these are significant to the non-GAAP measure in future
filings, please provide further explanation within your disclosure.
            In closing, 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 Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 with any
questions.

 FirstName LastNameAndrew Power
 Comapany NameDigital Realty Trust, Inc.
 June 17, 2024 Page 2
 FirstName LastName
Andrew Power
Digital Realty Trust, Inc.
June 17, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
June 9, 2022
Andrew P. Power
President & Chief Financial Officer
Digital Realty Trust, Inc.
5707 Southwest Parkway, Building 1, Suite 275
Austin, TX 78735
Re:Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 25, 2022
File No. 001-32336
Dear Mr. Power:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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10250 Constellation Blvd., Suite 1100

Los Angeles, California  90067

Tel: +1.424.653.5500  Fax: +1.424.653.5501

www.lw.com

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Hong KongSilicon Valley

HoustonSingapore

LondonTel Aviv

Los AngelesTokyo

MadridWashington, D.C.

Milan

​

​

​

​

​

​

​

May 27, 2022

​

​

​

​

Via EDGAR

Frank Knapp

Staff Accountant
Division of Corporation Finance

U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

Form 10-K for the fiscal year ended December 31, 2021

Filed February 25, 2022

File Nos. 001-32336 and 000-54023

​

Dear Mr. Knapp:

​

This letter sets forth the response of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (collectively, the “Company”) to the comments received on May 23, 2022 from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) regarding the Form 10-K filed by the Company on February 25, 2022 (“2021 Form 10-K”).

​

For ease of review, we have set forth below the numbered comments of the Staff in its letter dated May 23, 2022 and the Company's responses thereto.

​

​

Form 10-K for the Fiscal Year Ended December 31, 2021

​

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 61

​

1.We note your disclosure of results of operations includes a discussion of your stabilized and non-stabilized portfolio. Please consider expanding your disclosure to include a discussion of the changes to each portfolio from period to period including the additions, subtractions and transfers between each category.

​

​

​

​

​

2

​

May 27, 2022

Page 2

​

Response:

​

We appreciate the Staff’s comments on this item and agree the addition of information proposed by the Staff would increase transparency for users of our financial statements. Below is an example of the table we propose to add to all future Form 10-K and Form 10-Q filings. We believe this table includes all information suggested by the Staff. We propose to add the table immediately beneath the definitions of Stabilized and Non-Stabilized portfolios (which are immediately prior to the discussion of results of operations (as shown on page 61 of our 2021 Form 10-K). We elected to use Net Rentable Square Feet (“NRSF”) in the table as this is the metric we use throughout our filings to discuss our leasing and development activities. The total NRSF per this table ties to total Consolidated NRSF as shown on page 58 of the 2021 Form 10-K.

​

Proposed additional table (as it would have appeared on page 61 of the 2021 Form 10-K if it had been included at that time). Definitions of Stabilized and Non-Stabilized portfolios are already included in the 2021 Form 10-K on page 61 and are provided here to better illustrate the exact location of the proposed additional table.

​

Stabilized: The stabilized portfolio includes properties owned as of the beginning of all periods presented with less than 5% of total rentable square feet under development.

Non-Stabilized: The non-stabilized portfolio includes: 1) properties that were undergoing, or were expected to undergo, development activities during any of the periods presented, 2) any properties contributed to joint ventures, sold, or held for sale during the periods presented, and 3) any properties that were acquired or delivered at any point during the periods presented.

A rollforward showing changes in the stabilized and non-stabilized portfolios in 2021 as compared to 2020 is shown below.

​

​

 ​

 ​

 ​

 ​

 ​

 ​

Net Rentable Square Feet

 Stabilized

 Non-Stabilized

 Total

As of December 31, 2020

 ​

  19,302,891

 ​

  12,058,004

 ​

  31,360,895

New development and space reconfigurations

 ​

  (166,798)

 ​

  1,698,682

 ​

  1,531,884

Contribution to Digital Core REIT

 ​

  (1,209,164)

 ​

  —

 ​

  (1,209,164)

Dispositions / Sales

 ​

  (1,001,701)

 ​

  —

 ​

  (1,001,701)

Transfers to stabilized from non-stabilized

 ​

  170,138

 ​

  (170,138)

 ​

  —

Acquisitions

 ​

  —

 ​

  —

 ​

  —

As of December 31, 2021

 ​

  17,095,366

 ​

  13,586,548

 ​

  30,681,914

​

​

​

​

​

​

​

​

​

​

​

​

2.Please consider expanding your disclosure to quantify all the factors that had a significant impact on operations from period to period. For example, we note that the completion of a global development pipeline, expansion into new markets in EMEA and property sales all contributed to the change in non-stabilized rental and other services revenue during the period. However, it does not appear that the impact of these items has been quantified in your MD&A.

​

Response:

​

In future filings, when we mention factors having significant impacts to our operations, we will quantify the factors mentioned. In case it is helpful for the Staff, we have shown the sentence noted by the Staff, updated for the requested quantification, immediately below.

​

3

​

May 27, 2022

Page 3

​

Non-stabilized rental and other services revenue increased $499.5 million for the year ended December 31, 2021, compared to the same period in 2020 primarily due to the completion of global development pipeline and related lease up operating activities ($216.1 million) and expansion into new markets in EMEA ($17.9 million), offset by the impact of properties sold in 2020 and 2021 (-$45.5 million) and due to the Interxion Combination, which contributed $303.8 million to the increase.

​

Item 8. Financial Statements and Supplementary Data

Note 2. Summary of Significant Accounting Policies

Capitalization of Costs, page 105

​

3.

 We note your disclosure that direct and indirect leasing costs associated with the acquisition of tenants are capitalized. Please tell us how determined it was appropriate to capitalize indirect costs. Reference is made to ASC Topic 842-10-30-9 through 10; and ASC Topic 842-30-25-10. In your response, tell us the amount of indirect costs capitalized in each period presented in your financial statements.

​

Response:

​

We do not capitalize indirect leasing costs and will remove the word “indirect” from this footnote in all future filings.

​

****

​

 Please do not hesitate to contact me by telephone at (213) 891-8185 or by email at brent.epstein@lw.com with any questions or comments regarding this correspondence.

​

​

Very truly yours,

​

/s/ Brent T. Epstein

Brent T. Epstein

of LATHAM & WATKINS LLP

​

cc:A. William Stein, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

Andrew P. Power, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

Jeannie Lee, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Camilla Harris, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Eric Keilman, KPMG LLP

United States securities and exchange commission logo
May 23, 2022
Andrew P. Power
President & Chief Financial Officer
Digital Realty Trust, Inc.
5707 Southwest Parkway, Building 1, Suite 275
Austin, TX 78735
Re:Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 25, 2022
File No. 001-32336
Dear Mr. Power:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 61
1.We note your disclosure of results of operations includes a discussion of your stabilized
and non-stabilized portfolio.  Please consider expanding your disclosure to include a
discussion of the changes to each portfolio from period to period including the additions,
subtractions and transfers between each category.

 FirstName LastNameAndrew P. Power
 Comapany NameDigital Realty Trust, Inc.
 May 23, 2022 Page 2
 FirstName LastName
Andrew P. Power
Digital Realty Trust, Inc.
May 23, 2022
Page 2
2.Please consider expanding your disclosure to quantify all the factors that had a significant
impact on operations from period to period.  For example, we note that the completion of
a global development pipeline, expansion into new markets in EMEA and property sales
all contributed to the change in non-stabilized rental and other services revenue during the
period.  However, it does not appear that the impact of these items has been quantified in
your MD&A.
Item 8. Financial Statements and Supplementary Data
Note 2. Summary of Significant Accounting Policies
Capitalization of Costs, page 105
3.We note your disclosure that direct and indirect leasing costs associated with the
acquisition of tenants are capitalized.  Please tell us how determined it was appropriate to
capitalize indirect costs.  Reference is made to ASC Topic 842-10-30-9 through 10; and
ASC Topic 842-30-25-10.  In your response, tell us the amount of indirect costs
capitalized in each period presented in your financial statements.
            In closing, 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.
            You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Robert Telewicz,
Accounting Branch Chief at (202) 551-3438 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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CORRESP

 DIGITAL REALTY TRUST, INC.

Four Embarcadero Center, Suite 3200

San Francisco, CA 94111

 January 24,
2020

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
 Ruairi Regan

Re:
 Digital Realty Trust, Inc.

 Registration Statement on Form S-4 (File
No. 333-235380)

 Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the
Registration Statement on Form S-4 (File No. 333-235380) (as amended, the “Registration Statement”) of Digital Realty Trust, Inc. (the “Company”), so that such
Registration Statement will be declared effective as of 4:00 p.m. on January 27, 2020, or as soon thereafter as practicable.

 Once the Registration
Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Julian Kleindorfer at (213) 891-8371.

In connection with this request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your assistance with
this matter. If you have any questions regarding the foregoing, please do not hesitate to contact William Hackett of Latham & Watkins LLP at (202) 637-2257.

Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

 /s/ Andrew Power

Name: Andrew Power

 Title:   Chief Financial
Officer

cc:
 Julian Kleindorfer, Latham & Watkins LLP

CORRESP
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CORRESP

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Los Angeles, California 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

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January 23, 2020

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 Washington, D.C. 20549

Attention: Perry J. Hindin, Special Counsel

Re:
 Digital Realty Trust, Inc.

Amendment No. 1 to Registration Statement on Form S-4

Filed January 7, 2020

File No.: 333-235380

Dear Mr. Hindin:

 We are counsel to
Digital Realty Trust, Inc. (“DLR” or the “Company”) and on behalf of DLR, we submit this letter in response to comments received from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) by letter dated January 17, 2020, with respect to Amendment No. 1 to the Registration Statement on Form S-4 that was
filed by DLR with the Commission on January 7, 2020 (the “Proxy Statement/Prospectus”) in connection with the offer (the “Offer”) to exchange each outstanding ordinary share of InterXion Holding N.V.
(“INXN”) for 0.7067 shares of common stock of DLR. Capitalized terms used but not defined in this letter shall have the respective meanings assigned to them in the Proxy Statement/Prospectus, as amended.

The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below
to correspond to the numbers in the Staff’s letter. For your convenience, our response to each of the numbered comments is set forth immediately below each numbered comment. DLR has filed Amendment No. 2 to the Proxy Statement/Prospectus
with the Commission that reflects the revisions described below.

 January 23, 2020

 Page
 2

 Cover Page of the Proxy Statement/Prospectus

1.
 Refer to your response “1(d)” and the disclosure revised in response to prior comment 1. The
disclosure indicates that “if Buyer reduces the minimum condition, Buyer will disseminate additional offer materials and extend the offer by five business days as required by Rule 14d-4(d)(2)(i) under the
Exchange Act.” While the Buyer may choose to extend the offer by five business days, the rule only requires that the offer must remain open five business days from the date that material changes to the tender offer materials are disseminated to
security holders.

 Response: We acknowledge the Staff’s comment and agree that Rule 14d-4(d)(2)(i)
does not necessarily require Buyer to extend the offer by five business days in the event that it reduces the minimum condition. The disclosure has been revised on the cover of the Proxy Statement/Prospectus and pages 18, 84, 97, ALT-3, ALT-10 -
ALT-11 and ALT-12 to reflect that if Buyer reduces the minimum condition it will extend the offer to the extent required by the Exchange Act. However, as a result of the proposed amendment to the Purchase Agreement, the parties have agreed that if
the minimum condition is waived at the expiration time and certain conditions are met, Buyer will announce the decision in a manner reasonably calculated to inform INXN shareholders of the reduction and will extend the offer for a period of five
business days (with such period to end at 12:01 a.m. (New York City time) on the first business day following the end of the last business day of such five business day period). The foregoing was done in connection with the agreement by the parties
that no subsequent offering period will be required under certain circumstances and disclosure has been added on the cover of the Proxy Statement/Prospectus and pages 18, 84, 97, ALT-3, ALT-10 - ALT-11 and ALT-12 regarding when the reduction in the
minimum condition will and will not require Buyer to have a subsequent offering period.

2.
 We note your response to prior comment 4 that DLR believes that payment on the fourth business day following
the expiration of the initial offering period constitutes prompt payment in accordance with Exchange Act Rule 14e-1(c). Please expand upon your response regarding “certain Dutch law considerations in
closing the post-offer reorganization transactions” and why such considerations leads DLR to its conclusion. While Exchange Act Rule 14e-1(c) does not define “promptly,” the Commission has
stated that this standard may be determined by the practices of the financial community, including current settlement practices and that in most cases, the current settlement practice is for the payment of funds and delivery of securities no later
than the third business day after the date of the transaction. Refer to the guidance in Exchange Act Release No. 43069, section II.D.

Response: We have amended the Purchase Agreement to address the Dutch law considerations noted in our response to prior comment
4. In addition, we have revised the disclosure on pages 22, 125 and ALT-13 to clarify that Buyer will promptly deliver the offer consideration for all INXN shares validly tendered and not properly withdrawn, and in no event later than the third
business day following the expiration time.

3.
 In addition, your response to prior comment 4 indicates that with respect to shares tendered in the
subsequent offering period, Buyer undertakes to deliver the offer consideration “as promptly as practicable following the expiration of such subsequent offering period.” Please refer to Exchange Act 14d-11(e), which requires that the bidder immediately accept and promptly pay for all securities as

 January 23, 2020

 Page
 3

they are tendered during the subsequent offering period. Given your response, please advise how the Buyer’s undertaking is consistent with its obligations under Exchange
Act 14d-11(e).

 Response: Buyer acknowledges the
Staff’s comment and hereby undertakes to promptly deliver the offer consideration for all securities tendered in the subsequent offering period as they are tendered, in accordance with Rule 14d-11(e)
under the Exchange Act.

4.
 The response to prior comment 9 indicates that if the purchase agreement were to be terminated following the
expiration time but prior to the acceptance time (which section 2.01(b) of the Purchase Agreement defines as any time within three business days following the expiration time), and that all the offer conditions had been satisfied or waived at the
expiration time, Buyer would have the obligation to consummate the offer. Your response to prior comment 13 indicates that there are no circumstances pursuant to which the tender offer would be consummated and INXN would not become a wholly owned
subsidiary of DLR and its affiliates, provided that the required resolutions were adopted at the EGM of INXN. Please confirm and disclose, if true, that under no circumstances, will the condition to the offer regarding adoption of the EGM
resolutions be waived. Alternatively, disclose the risk that the offer could be consummated even though the purchase agreement is terminated, resulting in the Buyer only acquiring eighty percent (80%) of the outstanding INXN shares on a
fully-diluted and as-converted basis (or less to the extent the minimum condition was reduced). Include in such disclosure a discussion of the impact this may have on DLR’s ability to integrate INXN after
the offer, given any potential restrictions under Dutch law, including restrictions on DLR’s ability to eliminate remaining shareholders of INXN.

Response: DLR acknowledges the Staff’s comment and confirms that there are no circumstances pursuant to which DLR
would waive the condition to the offer regarding the adoption of the EGM resolutions in a manner such that, if the tender offer were consummated, DLR and its affiliates would not become the sole owner of all or substantially all of INXN’s
business operations. If part (but not all) of the EGM resolutions were to pass, and the post-offer reorganization could still be effected based on the resolutions that do pass so that DLR would become the sole owner of all or substantially all of
INXN’s business operations following the consummation of a post-offer reorganization structure that is approved at the EGM, in that circumstance DLR could choose to waive the EGM resolutions condition. In this regard, we have supplemented the
following disclosure on pages 19 and 84:

 There are no circumstances, if the required resolutions are adopted at the EGM, pursuant to which
Buyer or one of its affiliates would not become the sole owner of all or substantially all of INXN’s business operations from and after the consummation of such post-offer reorganization, whether through ownership of one hundred percent (100%)
of INXN’s equity or one hundred percent (100%) of INXN’s assets. Buyer will not waive the condition to the offer regarding adoption of the EGM resolutions in a manner such that, if the offer were consummated, DLR and its affiliates
would not become the sole owner of all or substantially all of INXN’s business operations. If part

 January 23, 2020

 Page
 4

(but not all) of the EGM resolutions were to pass, and the post-offer reorganization could still be effected based on the resolutions that do pass so that Buyer would become the sole owner of
all or substantially all of INXN’s business operations following the consummation of a post-offer reorganization structure that is approved at the EGM, in that circumstance Buyer could choose to waive the EGM resolutions condition.

5.
 We note your response to prior comment 14. If Buyer is required to commence a compulsory acquisition and the
Enterprise Chamber of the Amsterdam Court of Appeals determines the cash price to be paid for the non-tendered shares, please advise how such cash price is assured to be equal to at least the highest
consideration offered in the exchange offer.

 Response:

The Enterprise Chamber of the Amsterdam Court of Appeals will rule on the cash amount payable to non-tendering shareholders. DLR and INXN have
agreed to amend the Purchase Agreement to require that Buyer request the Enterprise Chamber of the Amsterdam Court of Appeals to set the cash amount payable with respect to each non-tendering INXN share at the
value of the per share offer consideration (adjusted for the legal merger or the conversion (as described in the Proxy Statement/Prospectus), where applicable) at the time the offer consideration for INXN shares validly tendered is delivered. We
have discussed the compulsory acquisition extensively with Dutch legal counsel, and we have gotten firm advice that the Enterprise Chamber of the Amsterdam Court of Appeals, in accordance with general principles of Dutch procedural law and based on
precedent rulings, would not set a cash price lower than the amount requested by Buyer. As a result, Buyer expects that pursuant to the compulsory acquisition non-tendering holders of INXN shares will receive
for each INXN share not validly tendered a cash amount equal to the value of the per share offer consideration at the time the offer consideration for INXN shares validly tendered is delivered. We have supplemented the following disclosure on the
cover of the Proxy Statement/Prospectus and throughout the document as appropriate on pages 20, 85-86, 99, 103 and ALT-3:

 If Buyer
commences the liquidation, INXN or Intrepid I as applicable will be immediately dissolved in accordance with Sections 2:19 - 2:23b of the DCC and all non-tendering holders of INXN shares will ultimately
receive, for each share then held, that number of shares of DLR common stock equal to the offer consideration, except that the receipt of shares of DLR common stock (and cash in lieu of fractional shares of DLR common stock) pursuant to the
liquidation generally will be subject to applicable withholding taxes (including Dutch dividend withholding tax). If Buyer commences the compulsory acquisition, all non-tendering holders of INXN shares will
receive, for each share then held, cash in an amount determined by the Enterprise Chamber of the Amsterdam Court of Appeals; provided, however, that Buyer will request the Enterprise Chamber of the Amsterdam Court of Appeals to set such cash
amount at the value of the per share offer consideration (adjusted for the legal merger or the conversion (as described herein), where applicable) at the time the offer consideration for INXN shares validly tendered is delivered. Buyer expects on
this basis that pursuant to the compulsory acquisition non-tendering holders of INXN shares will receive for each INXN share not validly tendered a cash amount equal to the value of the per share offer
consideration at the time the offer consideration for INXN shares validly tendered is delivered.

 * * * *

Once you have had time to review our responses to the Staff’s comments, we would appreciate the opportunity to discuss any additional
questions or concerns that you may have. Please feel free to contact me by telephone at (213) 891-8371.

 January 23, 2020

 Page
 5

Sincerely,

 /s/ Julian T.H. Kleindorfer

Julian T.H. Kleindorfer, Esq.

 of Latham & Watkins
LLP

cc:
 Joshua Mills, Digital Realty Trust, Inc.

January 17, 2020

Via E -mail
Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
355 South Grand Avenue, Suite 100
Los Angeles, California  90071 -1560

Re: Digital Realty Trust, Inc.
Amendment No. 1 to Registration Statement on Form S -4
Filed January 7, 2020
File No. 333-235380

Dear M r. Kleindorfer :

We have  reviewed  the amended registration statement and your response letter an d have
the following comments.

1. Refer to your response “1(d)” and the disclosure revised in response to prior comment  1.
The d isclosure indicates that “if Buyer reduces the minimum condition, Buyer will
disseminate add itional offer materials and extend the offer by  five business days as
required by  Rule 14d -4(d)(2)(i) under the Exchange Act .”  While the Buyer may choose
to extend the offer by five business days, the rule only r equires that the offer must remain
open  five business days from the date that material changes to the tender offer materials
are disseminated to security holders.

2. We note your response to prior comment 4 that DLR believes that payment on the fourth
business day following the expiration of the  initial offering period constitutes prompt
payment in accordance with Exchange Act Rule 14e -1(c).  Please expand upon your
response regarding “certain Dutch law considerations in closing the post -offer
reorganization transactions ” and why such considerations leads DLR to its conclusion.
While Exchange Act Rule 14e -1(c) does not define “promptly,” the Commission has
stated that this standard may be determined by the practices of the financial community,
including current settlem ent practices and that in most cases, the current settlement
practice is for the payment of funds and delivery of securities no later than the third
business day after the date of the transaction. Refer to the guidance in Exchange Act
Release No. 43069, se ction II.D.

3. In addition, your response to prior comment 4 indicates that with respect to shares
tendered in the subsequent offering period, Buyer undertakes to deliver the offer
consideration “as promptly as practicable  following the expiration  of such subsequent
offering period. ”  Please refer to Exchange Act 14d -11(e), which requires that the bidder

Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
January 17, 2020
Page 2

 immediately  accept and promptly  pay for all securities as they are tendered during the
subsequent offering period .  Given your response, please advise how the Buyer’s
undertaking is consistent with its obligations under Exchange Act 14d -11(e).

4. The response to prior comment 9 indicates that if the purchase agreement were to be
terminated following the expiration time but prior to the acceptance  time (which s ection
2.01(b) of the Purchase Agreement defines as any time with in three business days
following the expiration time) , and that all the offer conditions  had been satisfied or
waived  at the expiration time, Buyer would have the obligation to consummate the offer.
Your response to prior comment 13 indicate s that there are no circumstances  pursuant to
which the tender offer would be consummated and INXN would not become a wholly
owned subsidiary of DLR and its affiliates , provided that the required resolutions were
adopted at the EGM of INXN.  Please confirm and disclose, if true, that under no
circumstances, wil l the condition to the offer regarding adoption of the EGM resolutions
be waived.  Alternatively, disclose the risk that the offer could be consummated even
though the purchase agreement is terminated, resulting in the Buyer only acquiring eighty
percent (80%) of the outst anding INXN shares on a fully -diluted and as -converted basi s
(or less to the extent the minimum condition was reduced).  I nclude in such disclosure a
discussion of the impact this may have on DLR’s ability to integrate INXN after the
offer,  given any poten tial restrictions under Dutch law , including restrictions on DLR’s
ability to eliminate remaining shareholders of INXN .

5. We note your response to prior comment 14.  If Buyer is required to commence a
compulsory  acquisition and the Enterprise Chamber of the Amsterdam Court of Appeals
determines the cash price to be paid for the non -tender ed shares, please advise how such
cash price is assured to  be equal to at least the highest consideration  offered in the
exchange offer.

*    *    *

 Please contact me at (202) 551 -3444 with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

CORRESP
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CORRESP

355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

 Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

Beijing

Moscow

Boston

Munich

Brussels

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Orange County

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January 7, 2020

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Milan

 Office of Mergers & Acquisitions

Division of Corporation Finance

 U.S. Securities &
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Perry J. Hindin, Special Counsel

Re:
 Digital Realty Trust, Inc.

Registration Statement on Form S-4

Filed December 6, 2019

File No.: 333-235380

 Dear
Mr. Hindin:

 We are counsel to Digital Realty Trust, Inc. (“DLR” or the “Company”) and on behalf of
DLR, we submit this letter in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated
December 20, 2019, with respect to the Registration Statement on Form S-4 that was filed by DLR with the Commission on December 6, 2019 (the “Proxy Statement/Prospectus”) in connection with the offer (the
“Offer”) to exchange each outstanding ordinary share of InterXion Holding N.V. (“INXN”) for 0.7067 shares of common stock of DLR. Capitalized terms used but not defined in this letter shall have the respective
meanings assigned to them in the Proxy Statement/Prospectus, as amended.

 The text of the Staff’s comments has been included in this
letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, our response to each of the numbered comments is set forth immediately below each numbered
comment. In our response to comment number 1, we have responded separately to each sentence in the comment in order to make sure that our response is comprehensive. DLR has filed Amendment No. 1 to the Proxy Statement/Prospectus with the
Commission that reflects the revisions described below.

  January 7, 2020

 Page
2

 Cover Page of the Proxy Statement/Prospectus

1.
 (a) With a view towards disclosure, please advise us as to the circumstances pursuant to which the
minimum condition would be reduced to sixty-six and two-thirds percent.

 Response: The eighty percent
minimum condition threshold is a contractual agreement between DLR, Buyer and INXN. DLR or Buyer would consider reducing the minimum condition to sixty-six and two-thirds percent if doing so was necessary in their view to consummate the closing of
the transactions contemplated by the purchase agreement, and DLR were to conclude that the tax consequences of doing so would be acceptable in its sole discretion. In the event that DLR or Buyer determines to reduce the minimum condition, DLR will,
as noted in the additional responses to Comment 1 below, disseminate additional offer materials and, if necessary to avoid any material misstatement or omission in the Proxy Statement/Prospectus, also supplement the disclosure of the Proxy
Statement/Prospectus, including with the most current available information with respect to potential material tax consequences, if any.

In response to this comment, we have amended the disclosure on page 33 of the Proxy Statement/Prospectus as follows:

The purchase agreement grants DLR or Buyer the right to reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%). DLR or
Buyer may reduce the minimum condition to sixty-six and two-thirds percent (66 2/3%) without INXN consent, and if reduced, a lesser number of shares would be required to tender to close the offer. No further vote or other action on the part of any
shareholder of INXN or stockholder of DLR will be required if DLR or Buyer reduces the minimum condition. The eighty percent (80%) minimum condition threshold is a contractual agreement between DLR, Buyer and INXN. DLR or Buyer would
consider reducing the minimum condition to sixty-six and two thirds percent (66 2/3%) if doing so was necessary in their view to consummate the closing of the transactions contemplated by the purchase agreement and DLR were to conclude that the tax
consequences of doing so would be acceptable in its sole discretion. In the event that DLR or Buyer determines to reduce the minimum condition, DLR will, if necessary, supplement this proxy statement/prospectus including with the most current
available information with respect to potential material tax consequences, if any.

 (b) While the Buyer may amend the minimum
condition at any time during the initial offering period, changing it requires that Buyer amend the offer materials, disseminate information about the change and ensure that enough time remains in the initial offering period for INXN shareholders to
receive and react to the new information.

 Response: Buyer acknowledges the requirement that Buyer must announce any
decision to waive a material condition, including the minimum condition, in a manner reasonably calculated to inform INXN shareholders of the waiver. Buyer further acknowledges that in the event of any waiver of a condition to the Offer, the
applicable Exchange Act rules may require that the Offer be extended to the extent the waiver constitutes a material change to the Offer and the Offer would not otherwise remain open for a period sufficient for INXN shareholders to become reasonably
informed of such change.

  January 7, 2020

 Page
3

 (c) In addition, as it relates to the ownership percentage that DLR may own after the
offer, Buyer may be required to disseminate revised disclosure explaining the impact of this change. For example, in certain non-US jurisdictions, where a bidder cannot eliminate remaining target shareholders simply by acquiring a majority of the
target’s shares, lowering the minimum condition may require an explanation of the impact on a bidder’s ability to integrate the target company after the offer.

Response: We confirm that a reduction of the minimum condition will have no impact on the ownership percentage of INXN that Buyer
and DLR will own after the closing of the Offer and post-offer reorganization. Regardless of whether or not the minimum condition has been reduced, following implementation of the post-offer reorganization, if the required resolutions are adopted at
the EGM, Buyer and DLR will own either 100% of INXN’s equity or 100% of INXN’s assets.

 In response to this comment, we have
revised the disclosure on pages 18 and 82 as follows:

 Following the closing of the offer (including the closing of any shares tendered in
the subsequent offering period), DLR and INXN and their respective subsidiaries, as applicable, shall effectuate or cause to be effectuated the post-offer reorganization. DLR and Buyer have a preference for effectuating the legal merger, the legal
demerger or the asset sale. The post-offer reorganization will, if the required resolutions are adopted at the EGM, result in Buyer or one of its affiliates becoming the sole owner of all or substantially all of INXN’s business operations
from and after the consummation of such post-offer reorganization, regardless of whether or not all of the shareholders of INXN have tendered their shares in the offer or whether or not Buyer has lowered the minimum condition.

Please see also our response to Comment 16 below.

(d) Please revise the disclosure to affirm that registrants will provide shareholders with additional disclosure after any change in the
minimum condition and that the registrants will ensure that the offer remains open for an adequate time to allow shareholders to react to that new disclosure.

Response: In response to this comment, we have revised the disclosure on the first and second pages of the front cover and page
ALT-2 of the Proxy Statement/Prospectus to include the following statement at the end of the second paragraph:

 If Buyer makes a
material change in the terms of the offer or the information concerning the offer, or if it waives a material condition to the offer, including reducing the minimum condition, Buyer will disseminate additional offer materials and extend the offer by
five or ten business days, to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. For example, if Buyer reduces the minimum condition, Buyer will
disseminate additional offer materials and extend the offer by five business days as required by Rule 14d-4(d)(2)(i) under the Exchange Act.

  January 7, 2020

 Page
4

 (e) In this regard, we understand from our conversation with Latham & Watkins
that the registrants will not be relying on the Tier II cross-border exemptions. Please confirm the registrants’ and Buyer’s understanding.

Response: We confirm that the registrants and Buyer will not be relying on the Tier II cross-border exemptions.

2.
 Disclosure indicates that “if INXN elects to hold a subsequent EGM, Buyer will extend the offer for six
business days after the date of that subsequent EGM.” Please revise the disclosure to explain the phrase “subsequent EGM” and describe the circumstances pursuant to which a subsequent EGM would be held. Please disclose the impact, if
any, the holding of a subsequent EGM would have on Buyer’s plans to provide a subsequent offering period.

Response: EGM is the term used to refer to the extraordinary general meeting of INXN shareholders. Under Dutch law, an EGM is
required to approve the adoption of resolutions providing for, among other things, the approval of certain transactions governed by Dutch corporate law as contemplated by the post-offer reorganization and the appointment of Buyer and DLR designees
to the INXN board of directors effective upon the closing of the transactions contemplated by the purchase agreement. Under the purchase agreement, if any of these resolutions are not approved at the EGM, a subsequent EGM may be held to make another
attempt to obtain the approval of the remaining outstanding resolutions. The approval and adoption of these resolutions is a condition to closing under the purchase agreement. As such, a subsequent EGM provides the parties with another opportunity
to satisfy this closing condition.

 We confirm that a subsequent offering period will be held, irrespective of whether a subsequent EGM is
held or not.

 In response to this comment, we have revised the disclosure on the third page of the front cover and page ALT-3 of the Proxy
Statement/Prospectus to include the following statement within the fourth paragraph:

 Under the purchase agreement, if any of the
resolutions of INXN that are a condition to closing are not approved and adopted at the EGM, a subsequent EGM may be held to obtain the approval of the remaining outstanding resolutions. Irrespective of whether INXN holds a subsequent EGM,
following the time of acceptance for payment in connection with the offer, which we refer to as the acceptance time, Buyer shall provide a subsequent offering period, which we refer to as a subsequent offering period, in accordance with
Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act).

Please see also our response to Comment 3 below.

  January 7, 2020

 Page
5

3.
 Disclosure indicates that “[f]ollowing the time of acceptance for payment in connection with the offer,
which we refer to as the acceptance time, Buyer shall provide a subsequent offering period, which we refer to as a subsequent offering period, in accordance with Rule 14d-11...of not less than three business days...” Please reconcile this
disclosure with disclosure on page 81 that “[p]arties do not anticipate commencing any subsequent offering period following the expiration time.”

Response: In response to this comment, we have revised the disclosure on pages 18, 82, 94 and ALT-12 as follows:

Parties do not anticipate commencing any subsequent offering period following the expiration time.

Irrespective of whether INXN holds a subsequent EGM, following the acceptance time, Buyer shall provide a subsequent offering period, in
accordance with Rule 14d-11 promulgated under the Exchange Act of not less than three business days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act).

4.
 Refer to the disclosure described in the preceding comment. Disclosure on the last Q & A on page ALT-12
indicates that “[a]s promptly as practicable following the expiration time (but in any event within three business days thereafter), Buyer will accept for exchange and, at or as promptly as practicable
(but in any event within four business days thereafter), deliver the offer consideration... for all INXN shares validly tendered and not properly withdrawn pursuant to the offer as of the expiration time.” Please advise
whether such disclosure is suggesting that payment for tendered shares may occur four or seven business days after the expiration time and tell us why the registrants and Buyer believe this complies with the prompt payment requirement in Exchange
Act Rule 14e-1(c). In addition, if shares tendered in the initial offering period will not be accepted for up to three business days after expiration, please advise how the Buyer intends to comply with the time periods for announcing the results of
the offer and beginning the subsequent offering period immediately after expiration of the initial offer period. Refer to Exchange Act Rule 14d-11(c) and (d) and contrast such requirements with that of Exchange Act Rule 14d-1(d)(2)(v).

 Response: DLR acknowledges the Staff’s comment. Buyer will undertake to accept for exchange all
INXN shares validly tendered and not properly withdrawn immediately following the expiration of the Offer. Buyer will subsequently announce the results of the Offer by 9:00 a.m. Eastern time on the next business day after the expiration of the Offer
and announce the commencement of the subsequent offering period at that time. In order to satisfy the prompt payment requirement in Exchange Act Rule 14e-1(c), Buyer undertakes to deliver the offer consideration by the fourth business day following
the expiration of the initial offering period, and with respect to shares tendered in the subsequent offering period, Buyer undertakes to deliver the offer consideration as promptly as practicable following the expiration of such subsequent offering
period. Due to time differences between the Netherlands and eastern standard time (6 hours)

  January 7, 2020

 Page
6

such that the business day in the Netherlands will be over at the expiration of the Offer and certain Dutch law considerations in closing the post-offer reorganization transactions, DLR believes
that four business days are necessary to ensure the smooth delivery of the offering consideration and closing of the post-offer reorganization transactions. Accordingly, DLR believes that payment on the fourth business day following the expiration
of the initial offering period constitutes prompt payment in accordance with Rule 14e-1(c).

 In response to this comment, we have revised
the disclosure on page ALT-12 to reflect the timing outlined above as follows:

 As promptly as practicable
Immediately following the expiration time (but in any event within three business days thereafter), Buyer will accept for exchange and, at or as promptly as practicable (but in any
event within four business days by the fourth business day after the expiration time (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), deliver
the offer consideration (by delivery by Buyer of shares of DLR common stock to the exchange agent appointed by Buyer for the offer) fo

December 20, 2019

Via E -mail
Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
355 South Grand Avenue, Suite 100
Los Angeles, California  90071 -1560

Re: Digital Realty Trust, Inc.
Registration Statement on Form S -4
Filed December 6, 2019
File No. 333-235380

Dear M r. Kleindorfer :

We have limited our review of the above  registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand the disclosure.

Please respond to this letter by amending the registration statement and providing the
requested information. If you do not believe our comments apply to the registrants ’ facts and
circumstances or do  not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the registration statement and the information you
provide in response to these comments, we may have additional comments.   All defined terms
used in this letter have the same meaning as in the proxy statement/prospectus , unless otherwise
indicated.

Cover Page of the Proxy Statement Prospectus

1. With a view towards disclosure, please advise us as to the circumstances pursuant to
which the minimu m condition would be reduced to sixty -six and two -thirds percent.
While the Buyer  may amend the minimum condition at any time during the initial
offering period, changing it requires that Buyer amend the offer materials, disseminate
information about the change and ensure that enough time remains in the initial offering
period for INXN shareholders to receive and react to the new information.  In addition, as
it relates to the ownership percentage that DLR may own after the offer, Buyer may be
required to disseminate revised disclosure  explaining the impact of this change.  For
example, in certain  non-US jurisdiction s, where a  bidder cannot eliminate remaining
target shareholders simply by acquiring a majority of  the target’s shares, lowering the
minimum condition  may require an explanation of  the impact on a bidder ’s ability to

Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
December 20, 2019
Page 2

 integrate the target company after the offer.  Please revise  the disclosure to affirm that
registrants  will provide shareholders with additional disclosure after  any change in the
minimum condition and that the registrants will ensure that the offer remains open for an
adequate time to allow shareholders to react to that new disclosure.   In this regard, we
understand from our conversation with Latham & Watkins that the registrants will not be
relying on the Tier II cro ss-border exemptions.  P lease confirm  the registrants ’ and
Buyer’s  understanding.

2. Disclosure indicates that “ if INXN elects to hold a subsequent EGM, Buyer will extend
the offer for six business days after the date of that subsequent EGM. ”  Please revise the
disclosure to explain the phrase “subsequent EGM” and describe the circumstances
pursuant to which a subsequent EGM would be held.   Please disclose the impact, if any,
the holding of a subsequent EGM would have on Buyer’s plans to provide  a subsequent
offering period.

3. Disclosure indicates that “[f] ollowing the time of acceptance for payment in connection
with the offer, which we refer to as the acceptance time, Buyer shall provide a subsequent
offering period, which we refer to as a subse quent offering period, in accordance with
Rule 14d -11…of not less than three business days …”  Please reconcile this disclosure
with disclosure on page 81 that “[p]arties do not anticipate commencing any subsequent
offering period following the expiration t ime.”

4. Refer to the disclosure described in the preceding comment.  Disclosure on the last Q &
A on page ALT -12 indicates that “[a] s promptly as practicable following the expiration
time (but in any event within three business days thereafter ), Buyer will accept for
exchange  and, at or as promptly as practicable (but in any event within four business
days…thereafter ), deliver the offer consideration …for all INXN shares validly tendered
and not properly withdrawn pursuant to the offer as of the expiration time. ”  Please
advise whether s uch disclosure is suggesting  that payment for tendered shares may occur
four or seven business days after the expiration time and tell us why the registrants  and
Buyer believe this complies with the prompt payment requirement in Exchange Act Rule
14e-1(c).  In addition,  if shares tendered in the initial offeri ng period will not be accepted
for up to three business days after expiration, please advise how the Buyer intends to
comply with the time periods for announcing the results of the offer and beginning the
subsequent offering period immediately after expira tion of the initial offer period .  Refer
to Exchange Act Rule 14d -11(c) and (d) and contrast such requirements with that of
Exchange Act Rule 14d -1(d)(2)(v).

Notice of Special Meetin g

5. Disclosure regarding the proposal to approve the issuance of shares of DLR common
stock to be paid by Buyer to INXN shareholders indicates that a s hareholder’s abstention
will have the same effect as a vote against the approval of such proposal.  Please advise

Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
December 20, 2019
Page 3

 with a view towards disclosure whether abstentions have the same effect on the proposal
to approve one or more adjournments.

The Post -Offer R eorganization, page 18

6. Disclosure in this section and elsewhere in the proxy statement/prospectus indicates that
“Intrepid I, as the sole shareholder of Intrepid II, will allot shares to INXN shareholders
at the time the legal merger is effectuated, as further described in the purchase
agreement .”  Please revise the disclosure to explain the meaning of “allotment” and
include a description of the allotment process.

7. Disclosure in this section also indicates that “ Buyer will continue to be a shareholder o f
Intrepid I as a result of the exchange of any INXN shares it accepted for exchange in the
offer for Intrepid I shares .”  Disclosure throughout the proxy statement/prospectus refers
to the exchange offer of DLR shares for shares of INXN shares, not Intrep id I shares.
With a view towards disclosure, please advise why Buyer would be issuing Intrepid I
shares in exchange for INX N shares.

8. Page 19 refers to a “compulsory acquisition threshold.”  Please revise the disclosure to
define this term.

Termination o f the Purchase Agreement, page 21

9. Disclosure indicates that “ The purchase agreement may be terminated at any time prior to
the acceptance time by the mutual consent of INXN, DLR and Buyer in a written
instrument. ”  If the purchase agreement were to be ter minated following expiration of the
exchange offer  in accordance with the offer ’s terms and with all of the offer conditions
having been satisfied or waived,  but prior to the acceptance time, please advise us as to
the Buyer’s and the registrants’ understan ding regarding Buyer’s obligation to
consummate the offer  following termination of the purchase agreement .

Cautionary Statement Concerning Forward -Looking Statements, page 43

10. Refer to the first sentence of this section.  We remind you that the safe harbor protections
for forward -looking statements contained in the federal securities laws do not apply to
statements made in connection with a tender offer.  See Section 27A(b)(2)(C) of the
Securities Act, Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of the
Going Private Transactions, Exchange Act Rule 13e -3 and Schedule 13E -3 Compliance
and Disclosure Interpretations (January 26, 2009) available at www.sec.gov .  Please
revise a nd refrain from referring to such safe harbor provisions in the exchange  offer ,
future press releases or other communications relating to the exchange offer.

Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
December 20, 2019
Page 4

 Voting by INXN’s Directors…, page 76

11. Please expand the disclosure in the first paragraph of this section to specify “certain of
these resolutions” that require the affirmative vote of at least two -thirds of the votes cast.

No Guaranteed Delivery, page 80

12. Given that the Buyer is not providing for guaranteed delivery procedures, p lease specify
the “normal business hours of DTC and the exchange agent” within which INXN
shareholders must complete the necessary tender procedures.

The Post -Offer Reorganization, page 82

13. Refer to the first paragraph of this section.   With a view towards disclosure, pl ease advise
whether there are any circumstances pursuant to which  the tender offer would be
consummated  but INXN would not become a wholly owned subsidiary of DLR and its
affiliates.

14. Provide an analysis in your response letter as to whether Exchange Act Rule 13e -3 will
apply to any second -step squeeze out transaction following consummation of  the
exchange offer.

Withdrawal Rights, page 83

15. Refer to the first two sentence s.  Revise to define the meaning of “closing date” and how
it is different than “expiration time.”

Conditions to Closing of the Offer, page 120

16. The first sentence of this section indicates that “[i] n addition to DLR’s and Buyer’s right
and obligation to extend, terminate , amend or modify the offer pursuant to the provisions
of the purchase agreement  agreement …neither DLR nor Buyer shall be required to
accept for payment or pay for any INXN share validly tendered and not properly
withdrawn pursuant to the offer unless, as of the scheduled expiration time the following
conditions are satisfied …”  All offer condit ions should be described in this section .
Please revise to describe any conditions to the offer not already included in this section.
Please also advise us , with a vi ew towards additional disclosure,  what other rights to
terminate the offer DLR and Buyer may have beyond those relating to the offer
conditions disclosed in this secti on.

17. While the o ffer may be conditioned on any number of objective and clearly -described
conditions, reserving the right to terminate the offer “regardless of the circumstances
giving rise to any such condition s…” potent ially renders the offer illusory because the

Julian T.H. Kleindorfer , Esq.
Latham & Watkins LLP
December 20, 2019
Page 5

 action or inaction of DLR or Buyer could serve as justification for terminating it.  Please
revise the disclosure here accordingly.

*    *    *

We remind you that the registrants are responsible for the accura cy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Securities Act Rules 460 and 461 regarding requests for acceleration. Please
allow adequate time for us to review any amendmen t prior to the requested effective date of the
registration statement.

 Please contact me at (202) 551 -3444 with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

CORRESP

 DIGITAL REALTY TRUST, INC.

Four Embarcadero Center, Suite 3200

San Francisco, CA 94111

 November 17,
2017

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Kasey Robinson, Division of
Corporation Finance

Re:
Digital Realty Trust, Inc.

Registration Statement on Form S-3 (File No. 333-220887)

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-3 (File
No. 333-220887) (as amended, the “Registration Statement”) of Digital Realty Trust, Inc. (the “Company”), so that such Registration Statement will be declared effective
as of 4:00 p.m. Washington, D.C. time on November 21, 2017, or as soon thereafter as practicable.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Julian Kleindorfer at (213) 891-8371.

In connection with this request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your assistance with this matter. If you have any questions regarding the foregoing, please do not hesitate
to contact William Hackett of Latham & Watkins LLP at (202) 637-2257.

Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

/s/ Joshua A. Mills

Name:

Joshua A. Mills

Title:

Senior Vice President, General Counsel and Secretary

cc:
Julian Kleindorfer, Latham & Watkins LLP

CORRESP
1
filename1.htm

Comment Response Representation Letter of J. Mills

 November 9, 2017

Via EDGAR

 Kasey Robinson

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Digital Realty Trust, Inc.

Registration Statement on Form S-3

Filed October 10, 2017

File No. 333-220887

 Dear Ms. Robinson:

In connection with the letter dated November 9, 2017 pursuant to which Digital Realty Trust, Inc. (the “Company”)
responded to the comments of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), received telephonically on October 26, 2017, the Company hereby acknowledges
that (a) the Company is responsible for the adequacy and accuracy of the disclosure in the filings it makes with the Commission, (b) staff comments or changes to disclosures in response to staff comments do not foreclose the Commission
from taking any action with respect to the filings, and (c) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

 /s/ Joshua A. Mills

Name:

Joshua A. Mills

Title:

Senior Vice President, General Counsel and Secretary

CORRESP
1
filename1.htm

Registration Statement on Form S-3 Comment Response

355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

Barcelona

Moscow

Beijing

Munich

Boston

New York

Brussels

Orange County

Century City

Paris

Chicago

Riyadh

November 9, 2017

Dubai

Rome

Düsseldorf

San Diego

Frankfurt

San Francisco

Hamburg

Seoul

 Via EDGAR

Kasey Robinson

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street,
N.E.

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Milan

 File No. 038284-0117

 Washington, D.C. 20549

Re:
Digital Realty Trust, Inc.

Registration Statement on Form S-3

Filed October 10, 2017

File No. 333-220887

 Dear Ms. Robinson:

In response to the comments received telephonically on October 26, 2017 from the staff (the “Staff”) of the
Division of Corporation Finance of the United States Securities and Exchange Commission regarding the registration statement on Form S-3 filed by Digital Realty Trust, Inc. on October 10, 2017 (the
“Registration Statement”), Digital Realty Trust, Inc. has revised the Registration Statement and is concurrently filing via EDGAR an amendment on Form S-3/A that reflects these
revisions.

 ****

 Please do
not hesitate to contact me by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Julian T.H. Kleindorfer

 Julian T.H. Kleindorfer

 of LATHAM &
WATKINS LLP

cc:
A. William Stein, Digital Realty Trust, Inc.

Andrew P. Power, Digital Realty Trust, Inc.

Joshua A. Mills, Digital Realty Trust, Inc.

CORRESP
1
filename1.htm

CORRESP

 DIGITAL REALTY TRUST, INC.

Four Embarcadero Center, Suite 3200

San Francisco, CA 94111

 August 14,
2017

 VIA EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Tom Kluck, Legal Branch Chief, Office of Real Estate and Commodities

Sandra B. Hunter, Staff Attorney

Re:
Digital Realty Trust, Inc.

Registration Statement on Form S-4 (File No. 333-219208)

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-4 (File
No. 333-219208) (as amended, the “Registration Statement”) of Digital Realty Trust, Inc. (the “Company”), so that such Registration Statement will be declared effective
as of 4:00 p.m. Washington, D.C. time on August 14, 2017, or as soon thereafter as practicable.

 Once the Registration Statement has
been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Julian Kleindorfer at (213) 891-8371.

In connection with this request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your assistance with this matter. If you have any questions regarding the foregoing, please do not hesitate
to contact William Hackett of Latham & Watkins LLP at (202) 637-2257.

 Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

/s/ Joshua Mills

Name:

Joshua Mills

Title:

Senior Vice President, General Counsel

cc:
Julian Kleindorfer, Latham & Watkins LLP

July 25, 2017

Via E -mail
Andrew P. Power
Chief Financial Officer
Digital Realty Trust, Inc.
Four Embarcadero Center, Suite 3200
San Francisco, CA  94111

Re: Digital Realty Trust, Inc.
  Registration Statement on Form S-4
Filed  July 10, 2017
  File No.  333-219208

Dear Mr. Power :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Sandra B. Hunter, Staff Attorney, at 202 -551-3758  with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: Julian Kleindorfer
 Latham & Watkins LLP
 Via E -mail

Mail Stop 3233
November 1, 2016

Via E -mail
A. William Stein
Chief Executive Officer
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Four Embarcadero Center, Suite 3200
San Francisco, CA 94111

Re: Digital Realty Trust, Inc.  and Digital Realty Trust, L.P.
Form 10 -K for the fis cal year ended December 31, 2015
Filed February 29, 2016
File No. 1 -32336  and 0-54023

Dear Mr. Stein :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Shannon Sobotka

Shannon Sobotka
Staff Accountant
Office of Real Estate
& Commodities

CORRESP
1
filename1.htm

		Document

[Letterhead of Latham & Watkins LLP]

September 28, 2016

VIA EDGAR

Shannon Sobotka

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Shannon Sobotka

Re:    Digital Realty Trust, Inc.

Form 10-K for the fiscal year ended December 31, 2015

Filed February 29, 2016

Form 10-Q for the quarter ended June 30, 2016

Filed August 9, 2016

File No. 1-32336

Digital Realty Trust, L.P.

Form 10-K for the fiscal year ended December 31, 2015

Filed February 29, 2016

Form 10-Q for the quarter ended June 30, 2016

Filed August 9, 2016

File No. 0-54023

Dear Ms. Sobotka:

This letter sets forth the responses of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (collectively, the “Company”) to the comments received on September 16, 2016 from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) regarding (i) the Form 10-K filed by the Company on February 29, 2016, as amended on April 1, 2016 (the “2015 Form 10-K”) and (ii) the Form 10-Q filed by the Company on August 9, 2016.

The Company has revised the 2015 Form 10-K in response to the Comment Letter and is concurrently filing via EDGAR an amendment on Form 10-K/A that reflects these revisions.

For ease of review, we have set forth below the numbered comments of the Staff in its letter dated September 16, 2016 and the Company's responses thereto.

Form 10-K for the year ended December 31, 2015

Note 3. Investments in Real Estate

Dispositions, page 128

1.

 We note that during 2014 you recorded impairment on five properties; three of which qualified as held-for-sale at December 31, 2014. Please clarify whether any of the properties sold during 2015 are among the five that were

impaired during 2014. If so, tell us what factors changed between the time that the impairment was recognized and the time of sale.

Response:  The Company confirms that of the five properties sold in 2015, only one, 650 Randolph Road, was among the properties impaired in 2014. As disclosed in the 2015 Dispositions table on page 128, we recorded an additional $100,000 loss in 2015 upon ultimate sale of the property. Furthermore, the Company notes that there was a typographical error in the last sentence of the second paragraph following the Dispositions tables in the “Dispositions” section of Note 3. The reference to the December 31, 2014 date should have instead referred to December 31, 2015.

The Company is concurrently filing an amendment to the 2015 Form 10-K to fix the typographical error so that the full sentence reads as follows:

“As of December 31, 2015, three of these five properties met the criteria to be classified as held for sale.”

2.

 We note your disclosure on page 71 that the five impaired properties did not meet the criteria to be classified as held-for-sale at December 31, 2014. Please advise.

Response:  The Company confirms that the five impaired properties did not meet the criteria to be classified as held for sale at December 31, 2014. The Company is concurrently filing an amendment to the 2015 Form 10-K to fix the typographical error referenced in Response #1 above so that the full sentence reads as follows:

“As of December 31, 2015, three of these five properties met the criteria to be classified as held for sale.”

Form 10-Q for the period ended June 30, 2016

Note 11. Equity and Accumulated Other Comprehensive Income, Net, page 37

3. Please tell us how you accounted for the forward equity sales related to the offering of shares of your common stock that occurred in July 2015 and May 2016. Cite all relevant accounting literature within your response.

Response:  The Company has accounted for the forward equity sales as equity classified contracts after considering the accounting guidance governing financial instruments and derivatives as discussed in more detail below.

The Company evaluated the forward equity sales related to the offering of shares of its common stock that occurred in July 2015 and May 2016 pursuant to the following accounting guidance:

 ASC 480-10 [FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“FAS 150”)]

 ASC 815-10 [FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (“FAS 133”)]

 ASC 815-40 [EITF Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock (“EITF 07-5”)]

 ASC 815-40 [EITF Issue No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“EITF 00-19”)]

 ASC 260-10 [FASB Statement No. 128, Earnings Per Share (“FAS 128”)]

 ASC 260-10 [EITF Topic No. D-72, Effect of Contracts That May Be Settled in Stock or Cash on the Computation of Diluted Earnings per Share (“EITF D-72”)]

 ASC 260-10 [EITF Issue No. 03-6, Participating Securities and the Two-Class Method under FAS 128 (“EITF 03-6”)]

Based on its analysis, the Company concluded the following:

1)    Are the Registered Forward Contracts (each, a "Contract") deemed to be within the scope of ASC 480-10 (FAS 150)?

(a)    Since the transaction is not an outstanding share, the Contract does not represent a mandatorily redeemable financial instrument, and therefore is not within the scope of ASC 480-10-25-4.

(b)   Neither the Contracts nor the shares underlying it are putable back to the Company.  As such, the Contract does not fall within the scope of ASC 480-10-25.

(c)    The Contract does not vary with factors other than the fair value of the Company’s shares, therefore, the Contract is not within the scope of ASC 480-10-25-14.

Based upon the conclusions in points 1(a)- 1(c) above, the Contracts were not deemed to be within the scope of ASC 480-10 (FAS 150) and therefore were considered under ASC 815 (FAS 133, EITF 07-5 and EITF 00-19).

2)    Do the Contracts meet the ASC 815-10-15-74(a)  (FAS 133 Par. 11(a)) scope exception to be accounted for and classified as equity instruments?

(a)   Under ASC 815-40 (EITF 07-5 Step 1), none of the Contract’s exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations.

(b)    Under ASC 815-40 (EITF 07-5 Step 2), none of the Contract’s settlement provisions preclude the Contract from being indexed to the Company’s own stock.

(c)      Additionally, the Contracts' physical settlements were analyzed under the requirements of ASC 815-40 (EITF 00-19) and it was determined that none of the provisions within the confirmation preclude the Contracts from meeting the requirements for equity classification.

Based upon the conclusions in points 2(a)-2(b) above, it was concluded the Contracts met the ASC 815-10-15-74(a) (FAS 133 par. 11(a)) scope exception and are therefore classified as an equity contract.

The Company also considered the potential impact of the Contracts on its earnings per share (EPS) calculations.

3)    What is the impact of the Contracts on the Company’s EPS calculations?

(a)    At inception, the Contracts do not have an effect on the computation of basic EPS as no shares are delivered until settlement. With respect to diluted EPS, the Company has used the treasury method to determine the dilutive effect of the Contracts during the period of time prior to settlement. Furthermore, as the Contracts do not participate in the earnings of the Company prior to settlement, they are not considered as participating securities and the two-class method of computing EPS is not applicable.

****

 Please do not hesitate to contact me by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Julian T.H. Kleindorfer

Julian T.H. Kleindorfer

of LATHAM & WATKINS LLP

cc:    A. William Stein, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

Andrew P. Power, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

Joshua A. Mills, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

Mail Stop 3233
September 16 , 2016

Via E -mail
A. William Stein
Chief Executive Officer
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Four Embarcadero Center, Suite 3200
San Francisco, CA 94111

Re: Digital Realty Trust, Inc.  and Digital Realty Trust, L.P.
Form 10 -K for the fis cal year ended December 31, 2015
Filed February 29, 2016
File No. 1 -32336  and 0-54023

Dear Mr. Stein :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2015

Note 3. Investments in Real Estate

Dispositions, page 128
1. We note that during 2014 you recorded impairment on five properties; three of which
qualified as held -for-sale at December 31, 2014.  Please clarify  whether any of the
properties sold during 2015 are among the five that were impaired during 2014.  If so, tell
us what factors changed between the time that the impairment was recognized and the
time of sale.
2. We note your disclosure on page 71 that the f ive impaired properties did not meet the
criteria to be classified as held -for-sale at December 31, 2014. Please advise.

A. William Stein
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
September 1 6, 2016
Page 2

 Form 10 -Q for the period ended June 30, 2016

Note 11. Equity and Accumulated Other Comprehensive Income, Net, page 37
3. Please tell us how you accounted for the forward equity sales related to the offering of
shares of your common stock that occurred in July 2015 and May 2016. Cite all relevant
accounting literature within your response.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact William Demarest, Accountant  at 202-551-3432  or me at 202-551-3856
if you have questions regarding comments on the financial statements and related matters.
Please contact Folake Ayoola, Senior Attorney at 202 -551-3673 or Charles Garrison, Special
Counsel  at 202-551-3466  with any other questions.

Sincerely,

 /s/ Shannon Sobotka

Shannon Sobotka
Staff Accountant
Office of Real Estate
& Commodities

CORRESP
1
filename1.htm

Acceleration Request

 Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

 Four
Embarcadero Center, Suite 3200

 San Francisco, CA 94111

February 4, 2016

 VIA EDGAR
TRANSMISSION

 Division of Corporation Finance

Securities and Exchange Commission

 100 F. Street, NE

Washington, D.C. 20549-6010

 Attention: Stacie D. Gorman, Senior
Counsel

Re:
Digital Realty Trust, L.P.

 Digital Realty Trust, Inc.

Registration Statement on Form S-4

File Nos. 333-208808 and 333-208808-01

Dear Ms. Gorman:

 Digital Realty Trust,
L.P. and Digital Realty Trust, Inc. (collectively, the “Registrants”) hereby withdraw the request for acceleration contained in their letter dated February 2, 2016 and, in accordance with Rule 461 under the Securities Act of 1933,
as amended, request that the effective date of the above referenced Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement, as amended, may become effective at 2:00 p.m., Washington,
D.C. time on February 5, 2016 or as soon thereafter as practicable.

 In connection with this request for acceleration of the
effective date of the Registration Statement, the Registrants acknowledge the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrants may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the
Registrants’ counsel, Julian T.H. Kleindorfer of Latham & Watkins LLP at (213) 891-8371, and then send written confirmation to the addressees listed on the cover of the Registration Statement.

Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

 /s/ Joshua A. Mills

Name:

Joshua A. Mills

Title:

Senior Vice President, General Counsel and

Secretary

DIGITAL REALTY TRUST, L.P.

By:

Digital Realty Trust, Inc.,

its General Partner

By:

 /s/ Joshua A. Mills

Name:

Joshua A. Mills

Title:

Senior Vice President, General Counsel and

Secretary

cc:
Julian T.H. Kleindorfer, Latham & Watkins LLP

 Lewis W. Kneib, Latham &
Watkins LLP

CORRESP
1
filename1.htm

CORRESP

 Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

Four Embarcadero Center, Suite 3200

San Francisco, California 94111

February 2, 2016

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

Re:
Digital Realty Trust, L.P.

 Digital Realty Trust, Inc.

Registration Statement on Form S-4

Supplemental Representations and Warranties

Ladies and Gentlemen:

 In connection with the
offer (the “Exchange Offer”) by Digital Realty Trust, L.P., a limited partnership organized under the laws of the State of Maryland (the “Partnership”), to exchange up to $500,000,000 aggregate
principal amount of its registered 3.400% Notes due 2020 and up to $450,000,000 aggregate principal amount of its registered 4.750% Notes due 2025 (collectively, the “Exchange Notes”) for any and all of its outstanding
$500,000,000 aggregate principal amount of its unregistered 3.400% Notes due 2020 and $450,000,000 aggregate principal amount of its unregistered 4.750% Notes due 2025 (collectively, the “Private Notes”), and the guarantees
thereof by Digital Realty Trust, Inc., a corporation organized under the laws of the State of Maryland (the “REIT” and, together with the Partnership, the “Company”), the Company hereby represents and
warrants to the staff of the Securities and Exchange Commission (the “Staff”) as follows:

 1. The Company is
registering the Exchange Notes through a Registration Statement on Form S-4 (the “Registration Statement”) in reliance on the Staff’s position enunciated in Exxon Capital Holdings Corporation (dated April 13,
1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Incorporated (dated June 5, 1991) (the “Morgan Stanley Letter”), Shearman & Sterling (dated July 2,
1993) (the “Shearman & Sterling Letter”) and other interpretive letters to similar effect.

 2. The
Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange
Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. With respect to any broker-dealer who holds Private Notes acquired for its own account as a
result of market-making activities or other

 Securities and Exchange Commission

February 2, 2016

  Page
 2

trading activities and who receives Exchange Notes in exchange for such Private Notes pursuant to the Exchange Offer, neither the Company nor any of its affiliates has entered into any
arrangement or understanding with any such broker-dealer to distribute the Exchange Notes.

 3. The Company will make each person
participating in the Exchange Offer aware (through the prospectus contained in the Registration Statement (the “Prospectus”) or otherwise) that (a) any broker-dealer who holds the Private Notes acquired for its own
account as a result of market-making activities or other trading activities and who receives Exchange Notes in exchange for such Private Notes pursuant to the Exchange Offer (i) may be a statutory underwriter and (ii) must deliver a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”), which may be the Prospectus for the Exchange Offer so long as it contains a plan of distribution with
respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of the Exchange Notes held by the broker-dealer), and that, by delivering such a prospectus, such broker-dealer will not be deemed
to admit that it is an “underwriter” within the meaning of the Securities Act; and (b) if any person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the
Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter, or other interpretive letters to similar effect, and (ii) must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the
Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

4. The Company will also make each exchange offeree, in order to participate in the Exchange Offer, execute a Letter of Transmittal or similar
documentation that will include (a) a representation that by tendering the Private Notes in the Exchange Offer, such person will be deemed to represent that such person is not engaged in, and does not intend to engage in, a distribution of the
Exchange Notes and (b) if the exchange offeree is a broker-dealer holding Private Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes received in respect of such Private Notes pursuant to the Exchange Offer. The Letter of Transmittal or similar documentation will also contain a
statement to the effect that, by delivering such a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

5. The Company will commence the Exchange Offer for the Private Notes when the Registration Statement is declared effective by the Securities
and Exchange Commission. The Exchange Offer will remain in effect for a limited time and will not require the Company to maintain an “evergreen” registration statement. The Exchange Offer will be conducted by the Company in compliance with
the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder.

 [Signature Page
Follows]

Very truly yours,

DIGITAL REALTY TRUST, INC.,

a Maryland corporation

By:

 /s/ Joshua A. Mills

Name:

Joshua A. Mills

Title:

Senior Vice President, General Counsel and Secretary

 DIGITAL REALTY TRUST, L.P.,

 a
Maryland limited partnership

By:

DIGITAL REALTY TRUST, INC.,

its general partner

By:

 /s/ Joshua A. Mills

Name:

Joshua A. Mills

Title:

Senior Vice President, General Counsel and Secretary

CORRESP
1
filename1.htm

Acceleration Request

 Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

 Four
Embarcadero Center, Suite 3200

 San Francisco, CA 94111

February 2, 2016

 VIA EDGAR
TRANSMISSION

 Division of Corporation Finance

Securities and Exchange Commission

 100 F. Street, NE

Washington, D.C. 20549-6010

 Attention: Stacie D. Gorman, Senior
Counsel

Re:
Digital Realty Trust, L.P.

 Digital Realty Trust, Inc.

Registration Statement on Form S-4

File Nos. 333-208808 and 333-208808-01

Dear Ms. Gorman:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, Digital Realty Trust, L.P. and Digital Realty Trust, Inc. (collectively, the “Registrants”) hereby request that the effective date of the above referenced Registration Statement (the
“Registration Statement”) be accelerated so that the Registration Statement, as amended, may become effective at 2:00 p.m., Washington, D.C. time on February 5, 2016 or as soon thereafter as practicable.

In connection with this request for acceleration of the effective date of the Registration Statement, the Registrants acknowledge the
following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrants may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Registrants’ counsel,
Julian T.H. Kleindorfer of Latham & Watkins LLP at (213) 891-8371, and then send written confirmation to the addressees listed on the cover of the Registration Statement.

Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

 /s/ Joshua A. Mills

Name:

Joshua A. Mills

Title:

Senior Vice President, General Counsel and

Secretary

DIGITAL REALTY TRUST, L.P.

By:

Digital Realty Trust, Inc.,

its General Partner

By:

 /s/ Joshua A. Mills

Name:

Joshua A. Mills

Title:

Senior Vice President, General Counsel and

Secretary

cc:
Julian T.H. Kleindorfer, Latham & Watkins LLP

 Lewis W. Kneib, Latham &
Watkins LLP

January 12, 2016

Via E -mail
Andrew P. Power
Chief Financial Officer
Digital Realty Trust, Inc.
Four Embarcadero Center
Suite 3200
San Francisco, California 94111

Re: Digital Realty Trust, L.P.
  Registration Statement on Form S-4
Filed  December 30, 2015
  File No.  333-208808

Dear Mr. Power :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action  with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure i n the filing; and

Andrew P. Power
Chief Financial Officer
Digital Realty Trust, Inc.
 January 12, 2016
 Page 2

  the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 a nd 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibiliti es under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact me at (202)551 -3585  with any questions.

Sincerely,

 /s/ Stacie D. Gorman

Stacie D. Gorman
Senior Counsel

cc: Lewis W. Kneib , Esq. ( via e -mail)

May 29, 2015

Via E -mail
A. William Stein
Chief  Executive  Officer
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Four Embarcadero Center, Suite 3200
San Francisco, CA  94111

Re: Digital Realty Trust, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1 -32336

Digital Realty Trust, L.P.
 Form 10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 0 -54023

Dear Mr. Stein :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CORRESPONDENCE LETTER

355 South Grand Avenue

Los Angeles, California 90071-1560

 Tel: +1.213.485.1234    Fax: +1.213.891.8763

 www.lw.com

FIRM / AFFILIATE OFFICES

 Abu Dhabi

Milan

Barcelona

Moscow

Beijing

Munich

Boston

New Jersey

Brussels

New York

Chicago

Orange County

Doha

Paris

 May 22, 2015

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.,

 Washington, D.C.
20549

 Attention: Daniel Gordon

Dubai

Riyadh

Düsseldorf

Rome

Frankfurt

San Diego

Hamburg

San Francisco

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Re:
Digital Realty Trust, Inc.

 Form 10-K for the fiscal year ended December 31,
2014

 Filed March 2, 2015

File No. 1-32336

Digital Realty Trust, L.P.

Form 10-K for the fiscal year ended December 31, 2014

Filed March 2, 2015

File No. 0-54023

 Dear Mr. Gordon:

 This letter sets forth the response of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (collectively, the “Subject
Companies”) to the comments received on May 19, 2015 from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Commission”) regarding the Form 10-K (the “2014 Form 10-K”) filed by the Subject Companies on March 2, 2015.

For ease of review, we have set forth below the numbered comment of the Staff in its letter dated May 19, 2015 and the Subject
Companies’ response thereto.

 4. Investments in Unconsolidated Joint Ventures

Griffin Capital Essential Asset REIT, Inc. Joint Venture, page 127

1.
We note you contributed a property valued at $185.5 million in September 2014 to a joint venture with Griffin Capital Essential Asset REIT, Inc., and net of proceeds received, recognized a gain of $93.5 million.
Please provide to us the basis of your conclusion to deconsolidate the property and record a gain on the sale of the 80% interest in the joint venture, and cite the appropriate accounting literature in your response. Also in your response, outline
all decisions determined by the company to be major that require approval of the GCEAR member as well as those decisions that do not require such approval.

 May 22, 2015

 Page
 2

 Response: Pursuant to our agreement with Griffin Capital Essential Asset REIT, Inc.
(“GCEAR”), the Subject Companies contributed a wholly owned property to the joint venture in exchange for cash and a retained 20% interest in the joint venture (the “Venture”). We considered the
consolidation guidance in ASC 810 to determine our subsequent accounting for our interest in the Venture. We note that the Venture did not meet the criteria to be considered a variable interest entity as the entity has sufficient equity to finance
its activities, the equity interest holders are the only parties with the ability to direct the activities of the entity, and there are no non-substantive voting rights. Thus we concluded that our accounting for our interest in the Venture should
follow the voting interest model. We note that the unanimous member consent requirements of the Venture agreement give GCEAR the right and ability to approve all significant decisions related to the Venture. As a result, we concluded that even
though we are the managing member of the Venture, GCEAR had substantial participating rights that precluded our ability to control the Venture, and thus we concluded that the equity method of accounting for our retained interest in the Venture was
appropriate.

 A summary of the decisions that require approval of GCEAR are noted below:

1.
Adopt or amend any Annual Plan or cause the joint venture to materially deviate from the Annual Plan.

2.
Acquire any real property, or interest therein, either directly or indirectly.

3.
Acquire any other material asset for the use, operation, maintenance, repair, construction, financing, refinancing, pledge, encumbrance, ownership, leasing, redevelopment, renovation, improvement, or disposition of the
property.

4.
Cause the property or any portion thereof to be sold.

5.
Market the property or any portion thereof.

6.
Obtain, prepay or amend any financing other than the incurrence of trade payables.

7.
Issue a joint venture interest.

8.
Issue or sell any debt securities of the joint venture.

9.
Make any distribution other than amounts authorized by the agreement.

10.
File or initiate the filing of a bankruptcy, reorganization or insolvency petition.

11.
Enter into, modify or terminate any Lease in excess of 8,000 square feet.

12.
Initiate, negotiate, or settle any litigation in excess of $100,000.

13.
Enter into, amend, modify, or terminate any agreement with a member notwithstanding GCEAR’s rights enumerated elsewhere in the agreement.

14.
Make any decision regarding tax matters.

15.
Change or replace KPMG as accountant.

16.
Make or settle any claims or make any adjustments under the contribution agreement.

17.
Approve, determine or take any other action expressly reserved to the Subject Companies and GCEAR under the agreement.

 May 22, 2015

 Page
 3

 In determining whether a gain should be recognized in connection with the contribution of the property and
the amount of such gain, the Subject Companies considered the guidance in ASC 970-323-30-3 which indicates that in situations where an investor receives a cash distribution upon the contribution of properties to a venture and is not otherwise
committed to reinvest that cash in the venture, the substance of the transaction is a partial sale of an interest in the properties contributed. As the Subject Companies are not required to make further capital contributions to the Venture, the
Subject Companies concluded that this transaction met the requirements for partial sale accounting and looked to the guidance in ASC 360-20-40-46 through 360-20-40-49 to determine the amount of any gain to recognize. Further, the Subject Companies
are not obligated to support the operations of the Venture to an extent greater than its proportional interest, and the agreement governing the Venture provides GCEAR with a priority on cash distributions. Thus, the Subject Companies concluded that
the amount of gain to be recognized would be limited to the amount by which the net proceeds the Subject Companies received were in excess of the costs of the contributed property, in accordance with ASC 360-20-46-49. The gain of $93.5 million
recorded by the Subject Companies was calculated as the difference between the net proceeds received of $167.5 million less the carrying value of the property sold to the Venture of $74.0 million, including deferred rent receivables and other
required costs related to the property.

 ****

Please do not hesitate to contact me by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments
regarding this correspondence.

 Very truly yours,

 /s/ Julian T.H. Kleindorfer

 Julian T.H. Kleindorfer

of LATHAM & WATKINS LLP

cc:
A. William Stein, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

 Joshua A. Mills,
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

 May 22, 2015

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.,

 Washington, D.C. 20549

 Attention: Daniel Gordon

Re:
Digital Realty Trust, Inc.

 Form 10-K for the fiscal year ended December 31,
2014

 Filed March 2, 2015

File No. 1-32336

Digital Realty Trust, L.P.

Form 10-K for the fiscal year ended December 31, 2014

Filed March 2, 2015

File No. 0-54023

 Dear Mr. Gordon:

 In connection with the letter dated May 22, 2015 pursuant to which Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
(collectively, the “Subject Companies”) responded to the comments of the staff of the Division of the Corporate Finance of the Securities and Exchange Commission (the “Commission”), received by
electronic mail on May 19, 2015, the Company hereby acknowledges that, (a) the Company is responsible for the adequacy and accuracy of the disclosure in the filings it makes with the Commission, (b) staff comments or changes to
disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings, and (c) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Very truly yours,

 DIGITAL REALTY TRUST, INC.

 DIGITAL
REALTY TRUST, L.P.

By:

 /s/ Joshua A. Mills

Name:

Joshua A. Mills

Title:

 Senior Vice President, General

 Counsel and
Secretary

May 19 , 201 5

Via E -mail
A. William Stein
Chief  Executive  Officer
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Four Embarcadero Center, Suite 3200
San Francisco, CA  94111

Re: Digital Realty Trust, Inc.
 Form 10-K for the fis cal year ended December 31, 2014
Filed March 2, 2015
File No. 1 -32336

Digital Realty Trust, L.P.
 Form 10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 0 -54023

Dear Mr. Stein :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respon d to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

4. Investments in Unconsolidated Joint Ventures

Griffin Capital Essential Asset REIT , Inc. Joint Venture, page 127
1. We note you contributed a property valued at $18 5.5 million in September 2014 to a joint
venture with Griffin Capital Essential Asset REIT, Inc., and net of proceeds received,
recognized a gain of $93.5 million.  Please provide to us the basis of your conclusion to
deconsolidate the property and record a gain on the sale of the 80% interest in the joint
venture, and cite the appropriate accounting literature in your response.  Also in your
response, outline all decisions determined by the company to be major that require
approval of the GCEAR member as w ell as those decisions that do not require such
approval.

A. William Stein
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
May 19 , 2015
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3486 with any questions.

Sincerely,

 /s/ Daniel Gordon

Daniel Gordon
Senior Assistant Chief Accountant

July 16, 2014

Via E -mail
A. William Stein
Interim  Chief  Executive  Officer  and Chief  Financial  Officer
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Four Embarcadero Center,  Suite 3200
San Francisco, CA  94111

Re: Digital Realty Trust, Inc.
 Amendment 1 to Form 10-K for fiscal year ended December 31, 2013
Filed March 4, 2014
File No. 1 -32336

Digital Realty Trust, L.P.
 Amendment 1 to Form 10-K for fiscal year ended December  31, 2013
Filed March 4, 2014
File No. 0 -54023

Dear Mr. Stein :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with  respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant

CORRESP
1
filename1.htm

CORRESP

355 South Grand Avenue

 Los Angeles, California 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

 FIRM / AFFILIATE OFFICES

 Abu Dhabi

 Barcelona

Beijing

Boston

Brussels

Chicago

Doha

Dubai

Düsseldorf

Frankfurt

Hamburg

Hong Kong

Houston

London

Los Angeles

Madrid

 Milan

 Moscow

Munich

New Jersey

New York

Orange County

Paris

Riyadh

Rome

San Diego

San Francisco

Shanghai

Silicon Valley

Singapore

Tokyo

Washington, D.C.

July 15, 2014

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Kristi
Marrone

Re:
Digital Realty Trust, Inc.

Amendment 1 to Form 10-K for fiscal year ended December 31, 2013

Filed March 4, 2014

File No. 1-32336

Digital Realty Trust, L.P.

Amendment 1 to Form 10-K for fiscal year ended December 31, 2013

Filed March 4, 2014

File No. 0-54023

 Dear Ms. Marrone:

This letter sets forth the response of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (collectively, the “Subject
Companies”) to the comments received on June 30, 2014 from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Commission”) regarding Amendment 1 to the Form 10-K (the “2013 Form 10-K”) filed by the Subject Companies on March 4, 2014.

For ease of review, we have set forth below the numbered comment of the Staff in its letter dated June 30, 2014 and the Subject
Companies’ response thereto.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations, page 65

1.
Please include a discussion of the gain on contribution of investment properties to unconsolidated joint venture in your MD&A in future filings, as this gain had a significant impact on net income.

 Response: In response to the Staff’s comment, the Subject Companies intend to include disclosure in future filings
substantially similar to the following:

 “During the twelve months ended December 31, 2013, we recognized a gain of $115.6 million related to
the contribution of nine properties to a newly formed joint venture with an investment fund managed by

 July 15, 2014

Page 2

Prudential Real Estate Investors (PREI®). We received net proceeds of $328.6 million in connection with this transaction and retained a
20% interest in the joint venture. During the three months ended March 31, 2014, we recognized a gain of $1.9 million related to the contribution of one property to the PREI joint venture. We received net proceeds of $11.4 million in connection
with this transaction and retained our 20% interest in the joint venture.”

 * * *

Please do not hesitate to contact me by telephone at (713) 546-7459 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Keith Benson

Keith Benson

of Latham & Watkins LLP

cc:
Joshua A. Mills, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

Julian T. Kleindorfer, Latham & Watkins LLP

June 30 , 2014

Via E -mail
A. William Stein
Interim  Chief  Executive  Officer  and Chief  Financial  Officer
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Four Embarcadero Center, Suite 3200
San Francisco, CA  94111

Re: Digital Realty Trust, Inc.
 Amendment 1 to Form 10-K for fiscal year ended December 31, 2013
Filed March 4, 2014
File No. 1 -32336

Digital Realty Trust, L.P.
 Amendment 1 to Form 10-K for fiscal year ended December 31, 2013
Filed March 4, 2014
File No. 0 -54023

Dear Mr. Stein :

We have reviewed  your response dated June 6, 2014 an d have the following  additional
comment .  In our comment, we may ask you to provide us with information so we may better
understand  your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your fa cts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment , we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 65

1. Please include a discussion of the gain on contribution of investment properties to
unconsolidated joint venture in your MD&A in future filings, as this gain had a
significant impact on net income.

A. William Stein
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
June 30, 2014
Page 2

 You may contact Mark Rakip, Staff Accountant at  202.551.3573  or me at 202.551.3429
if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant

CORRESP
1
filename1.htm

CORRESP

355 South Grand Avenue

Los Angeles, California 90071-1560

Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

 FIRM / AFFILIATE OFFICES

Abu Dhabi

Milan

Barcelona

Moscow

Beijing

Munich

 June 6, 2014

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3628

 Attention: Kristi Marrone

Boston

New Jersey

Brussels

New York

Chicago

Orange County

Doha

Paris

Dubai

Riyadh

Düsseldorf

Rome

Frankfurt

San Diego

Hamburg

San Francisco

Hong Kong

Shanghai

Houston

Silicon Valley

London

Singapore

Los Angeles

Tokyo

Madrid

Washington, D.C.

Re:
Digital Realty Trust, Inc.

Amendment 1 to Form 10-K for fiscal year ended December 31, 2013

Filed March 4, 2014

File No. 1-32336

Digital Realty Trust, L.P.

Amendment 1 to Form 10-K for fiscal year ended December 31, 2013

Filed March 4, 2014

File No. 0-54023

 Dear Ms. Marrone:

This letter sets forth the response of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (collectively, the “Subject
Companies”) to the comments received on May 22, 2014 from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Commission”) regarding Amendment 1 to the Form 10-K (the “2013 Form 10-K”) filed by the Subject Companies on March 4, 2014.

For ease of review, we have set forth below the numbered comments of the Staff in its letter dated May 22, 2014 and the Subject
Companies’ responses thereto.

 Amendment 1 to Form 10-K for fiscal year ended December 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 65

 Operating
Expenses and Interest Expense, page 69

1.
We note your definition of same store properties. Please tell us why you believe it is appropriate to include within your same store metrics development properties placed into service within the past two years as
opposed to classifying such properties as additions to your portfolio. Further, please also compare this metric to stabilized properties as defined in your Form 10-Q for the period ended March 31, 2014, highlighting the differences between
stabilized properties and those provided on a same store basis, and the benefit of providing both metrics.

 June 6, 2014

 Page
 2

 Response: The Subject Companies have historically used the date of acquisition rather
than the stage of a property’s development when defining the same store properties pool. As a result, for the 2013 Form 10-K, all properties acquired prior to January 1, 2012 (or prior to January 1, 2013 for the Subject
Companies’ Form 10-Q for the period ended March 31, 2014 (the “Q1 2014 Form 10-Q”)) are included in the same store properties pool, regardless of the respective property’s stage of development.

The stabilized properties pool, which is a subset of the same store properties pool, was introduced in the Q1 2014 Form 10-Q. The stabilized
properties pool starts with all properties within the same store properties pool, then excludes properties contributed to joint ventures, undeveloped land, and development properties. The Subject Companies also intend to exclude properties that were
sold from the stabilized properties pool. For the Q1 2014 Form 10-Q, the Subject Companies define development properties as those properties owned as of December 31, 2012 with more than 5% of total rentable square feet under development and
properties undergoing, or expected to undergo, development activities in 2013-2014.

 The Subject Companies believed that it was
appropriate to include development properties within the same store pool because until recently development properties have represented a relatively small portion of their portfolio. Further, the Subject Companies historically have acquired
significantly more operating properties than development properties. The Subject Companies began to provide stabilized properties metrics because they believe that, with the increased size of the development pool in their portfolio, they are useful
measures which more accurately reflect operating performance. Additionally, significant incremental capital was frequently invested in these development properties, which contributed significantly to the period-over-period growth reported for the
same store pool. The Subject Companies believe that comparing period-to-period results for the stabilized pool represents a useful supplemental disclosure because it provides a clearer measure of organic growth, since growth attributable to
incremental capital spending is excluded from both periods. The Subject Companies have also continued to report metrics for same store properties in order to show the difference between the previously reported same store metrics and the recently
introduced stabilized metrics.

 Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

(g) Capitalization of Costs, page 123

2.
We note that you cease cost capitalization if activities necessary for property development have been suspended. Please tell us how you account for such accumulated costs when you cease cost capitalization and the
accounting literature relied upon, and provide us with your proposed disclosure for future filings.

 Response: The
Subject Companies’ policy for ceasing capitalization is consistent with the guidance in ASC 835-20-25, pursuant to which they cease capitalization of costs when development activities for a property are suspended. However, brief interruptions
in activities, interruptions that are externally imposed, and delays inherent in the development process generally are not considered to be suspensions of development and costs continue to be capitalized during such periods. In recent years, the
Subject Companies have not suspended development on any significant projects.

 June 6, 2014

 Page
 3

 The Subject Companies follow the guidance in ASC 970-360-40-2 and -3 for the accumulated
costs associated with suspended development projects. Specifically, if development is suspended due to a change in the planned use of the property, or a portion of the property, pursuant to a formal plan, then the Subject Companies evaluate whether
the estimated value of the revised project exceeds the accumulated costs. Any amount of accumulated costs that exceeds the estimated value of the revised project would be charged to expense. For all other development projects, including those that
have been suspended without a planned change in use for the project, recoverability of the accumulated costs is evaluated in accordance with the guidance in ASC 360-10-35-16 and -17, pursuant to which the accumulated costs associated with such
projects are classified as long-lived assets and evaluated for potential impairment.

 In future filings, the Subject Companies intend to
provide more detail regarding their capitalization policies when they cease cost capitalization as follows:

 If and when
development of a property is suspended pursuant to a formal change in the planned use of the property, the Company will evaluate whether the accumulated costs exceed the estimated value of the project and write off the amount of any such excess
accumulated costs. For a development project that is suspended for reasons other than a formal change in the planned use of such property, the accumulated project costs are evaluated for impairment consistent with the Company’s impairment
policies for long-lived assets.

3.
We note that retrospective to January 1, 2013, you refined your capitalization practices related to certain operating expenditures as well as conforming your construction period completion date. Given such
changes to your accounting policies, please tell us how you determined that you were not required to provide a letter from your independent accountants pursuant to Item 601(b)(18) of Regulation S-K.

Response: The Subject Companies do not believe that a preferability letter was required for the refinements made to their capitalization
practices. There were two such refinements: 1) the elimination of a threshold for capitalizing immaterial assets; and 2) conforming the construction period completion date for capitalization of both indirect costs and interest to be the date of
receipt of the certificate of occupancy, among other factors.

 The Subject Companies consider the elimination of the asset capitalization
threshold as an improvement to the application of their accounting policy, which policy generally requires the capitalization of assets with a useful life in excess of one year. The impact of this change to the Subject Companies’ 2013 financial
statements was to capitalize approximately $7.1 million of costs that would otherwise been expensed. The Subject Companies note that this amount represents less than 2.3% of 2013 consolidated net income, less than 1.2% of 2013 FFO available to
common stockholders and unitholders and less than 1/10th of 1% of total assets as of December 31, 2013. Accordingly, the Subject Companies concluded that the impact of the improvement in the
application of the accounting policy was immaterial. Based on the immaterial impact to the financial statements associated with this improvement, the Subject Companies concluded that a preferability letter was not required.

As noted in the Subject Companies’ accounting policy, determining when a development project is substantially complete and ready for its
intended use requires judgment. The Subject Companies’ management formerly looked to the commissioning date as a significant indicator that a building was ready for its intended use. In 2013, management changed the significant indicator of
completion to the certificate of occupancy, although the certificate of occupancy is not the only factor that management may consider when estimating a project’s completion date. Considering the significant judgment involved in estimating when
a project is substantially complete, the Subject Companies considered the refinement of the completion indicator as a change in estimate, which does not require a preferability letter, rather than

 June 6, 2014

 Page
 4

an accounting policy change. The Subject Companies further note that the impact of this change to the Subject Companies’ 2013 financial statements was to capitalize approximately $2.4
million of costs that would otherwise have been expensed, an amount which the Subject Companies considered to be immaterial both individually and when aggregated with the impact of the elimination of the asset capitalization threshold discussed
above.

 While the Subject Companies considered these refinements to be immaterial, in the interests of investor transparency, the Subject
Companies elected to disclose that the aggregate impact of these refinements to their consolidated financial statements included in the 2013 Form 10-K was to capitalize approximately $9.5 million of costs that would have otherwise been expensed. The
Subject Companies note that this amount represented less than 3% of 2013 consolidated net income, less than 1.5% of FFO available to common stockholders and unitholders and less than 1/10th of 1%
of total assets as of December 31, 2013, which the Subject Companies considered to be immaterial.

 Note 4. Investment in Unconsolidated Joint
Ventures, page 132

4.
We note that you recognized a gain of $115.6 million in connection with the contribution of nine data centers to the newly formed PREI joint venture. Please explain to us in detail your basis for recording this gain,
including the accounting literature upon which you relied. Please address the applicability of ASC 970-323-30 in your response.

Response: Pursuant to their agreement with PREI, the Subject Companies contributed nine wholly owned properties to the joint venture in
exchange for cash and a retained 20% interest in the joint venture. Because the agreement governing the joint venture requires that all significant decisions, including approval of annual operating budgets, require the approval of PREI, the Subject
Companies concluded that they did not control the joint venture and thus were required to deconsolidate the contributed properties and account for their retained interest in the joint venture under the equity method.

In determining whether a gain should be recognized in connection with the contribution of the properties and the amount of such gain, the
Subject Companies considered the guidance in ASC 970-323-30-3 which indicates that in situations where an investor receives a cash distribution upon the contribution of properties to a venture and is not otherwise committed to reinvest that cash in
the venture, the substance of the transaction is a partial sale of an interest in the properties contributed. As the Subject Companies are not required to make further capital contributions to the joint venture, they concluded that this transaction
met the requirements for partial sale accounting and looked to the guidance in ASC 360-20-40-46 through 360-20-40-49 to determine the amount of any gain to recognize. As the Subject Companies retained an interest in the joint venture, any gain
recognized would be limited to the proportional amount of PREI’s interest in the joint venture. Further, although the Subject Companies are not obligated to support the operations of the joint venture to an extent greater than their
proportional interest, as disclosed in Note 4 to the consolidated financial statements included in the 2013 Form 10-K, the agreement governing the joint venture provides PREI with a priority on cash distributions. Thus, the Subject Companies
concluded that the amount of gain to recognize would be limited to the amount that the net proceeds the Subject Companies received exceeded all of their costs of the contributed properties, in accordance with ASC 360-20-46-49. The gain of $115.6 million recorded by the Subject Companies was calculated as the difference between the net proceeds received of $328.6 million less the
carrying value of the properties sold to the joint venture of $193.2 million and write-off of $19.8 million in deferred rent receivables and other costs related to the properties.

* * *

 June 6, 2014

 Page
 5

 Attached as Annex A hereto is a letter from the Subject Companies acknowledging
their responsibilities as requested in the Staff’s letter.

 Please do not hesitate to contact me by telephone at (713) 546-7459
with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Keith Benson

 Keith Benson

 of Latham & Watkins
LLP

cc:
Joshua A. Mills, Digital Realty Trust, Inc. and Digital Realty Trust, L.P.

 Julian T.
Kleindorfer, Latham & Watkins LLP

 Annex A

Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

 Four
Embarcadero Center, Suite 3200

 San Francisco, CA 94111

June 6, 2014

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3628

 Attention: Kristi Marrone

Re:
Digital Realty Trust, Inc.

Amendment 1 to Form 10-K for fiscal year ended December 31, 2013

Filed March 4, 2014

File No. 1-32336

Digital Realty Trust, L.P.

Amendment 1 to Form 10-K for fiscal year ended December 31, 2013

Filed March 4, 2014

File No. 0-54023

 Dear Ms. Marrone:

Pursuant to the letter from the staff (the “Staff”) of the Division of Corporation Finance of the United States
Securities and Exchange Commission (the “Commission”) regarding Amendment 1 to the Form 10-K filed by Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (collectively, the “Subject Companies”)
on March 4, 2014, the Subject Companies hereby acknowledge that:

•

the Subject Companies are responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to d

May 22, 2014

Via E -mail
A. William Stein
Interim  Chief  Executive  Officer  and Chief  Financial  Officer
Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
Four Embarcadero Center,  Suite 3200
San Francisco, CA  94111

Re: Digital Realty Trust, Inc.
 Amendment 1 to Form 10-K for fis cal year ended December 31, 2013
Filed March 4, 2014
File No. 1 -32336

Digital Realty Trust, L.P.
 Amendment 1 to Form 10-K for fiscal year ended December  31, 2013
Filed March 4, 2014
File No. 0 -54023

Dear Mr. Stein :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please res pond to this letter within ten business days by  providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your respon se.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.   Please apply the comments noted below to the financial statements
of both the company and your operating partnership.

A. William Stein
Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
May 22, 2014
Page 2

 Amendment 1 to Form 10 -K for fis cal year ended December 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 65

Operating Expenses and Interest Expense, page 69
 We note your definition of same store properties.  Please tell us why you believe it is 1.
appropriate to include within your same store metrics development properties placed into
service within the past two years as opposed to classifying such properties as additions to
your portfolio.  Further, please also compare this metric to stabilized properties as
defined in your Form 10 -Q for the period ended March 31, 2014, highlighting the
differences between stabilized properties and those provided on a same store basis, and
the benefit of providing both metrics.

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

(g) Capitalization of Costs, page  123
 We note that you cease cost capitalization if activities necessary for property 2.
development have been suspended.  Please tell us how you account for such accumulated
costs when you cease cost capitalization and the accounting literature relied upon, and
provide us with your prop osed disclosure for future filings.
 We note that retrospective to January 1, 2013, you refined your capitalization practices 3.
related to certain operating expenditures as well as conforming your construction period
completion date.  Given such changes to yo ur accounting policies, please tell us how you
determined that you were not required to provide a letter from your independent
accountants pursuant to Item 601(b)(18) of Regulation S -K.

Note 4. Investment in Unconsolidated Joint Ventures, page 132
 We note  that you recognized a gain of $115.6 million in connection with the contribution 4.
of nine data centers to the newly formed PREI joint venture.  Please explain to us in
detail your basis for recording this gain, including the accounting literature upon whic h
you relied.  Please address the applicability of ASC 970 -323-30 in your response.

A. William Stein
Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
May 22, 2014
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securitie s Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have m ade.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws o f the United States.

You may contact Mark Rakip, Staff Accountant at  202.551.3573  or me at 202.551.3429
if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Kristi Marrone

Krist i Marrone
Staff Accountant

CORRESP
1
filename1.htm

CORRESP

 355 South Grand Avenue

 Los Angeles,
California 90071-1560

 Tel: +1.213.485.1234 Fax: +1.213.891.8763

www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi

Milan

 March 25, 2014

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549-3628

 Attention: Daniel F.
Duchovny

 Barcelona

 Beijing

Boston

 Brussels

Chicago

 Doha

Dubai

 Düsseldorf

Frankfurt

 Hamburg

Hong Kong

 Houston

London

 Los Angeles

Madrid

 Moscow

 Munich

New Jersey

 New York

Orange County

 Paris

Riyadh

 Rome

San Diego

 San Francisco

Shanghai

 Silicon Valley

Singapore

 Tokyo

Washington, D.C.

Re:
Digital Realty Trust, L.P.

Schedule TO filed by Digital Realty Trust, L.P. and Digital Realty Trust, Inc.

Filed March 17, 2014, amended March 18, 2014

File No. 005-86339

 Dear Mr. Duchovny:

This letter sets forth the response of Digital Realty Trust, Inc. (the “Company”) and Digital Realty Trust, L.P. (the
“Operating Partnership”) to the comment received on March 24, 2014 from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Commission”) regarding the Schedule TO filed by the Operating Partnership and the Company on March 17, 2014 (as amended on March 18, 2014) in connection with the Operating Partnership’s offer to purchase (the
“Offer to Purchase”) any and all of the Operating Partnership’s issued and outstanding 5.50% Exchangeable Senior Debentures due 2029 (the “Debentures”) pursuant to the terms of the indenture
governing the Debentures (the “Indenture”), dated as of April 20, 2009, between the Operating Partnership, the Company and Wells Fargo Bank, National Association, as trustee.

For ease of review, we have set forth below the numbered comment of the Staff in its letter dated March 24, 2014 and the Operating
Partnership’s and Company’s response thereto.

 Offer to Purchase

1.
Please advise how you determined that the tender offer and redemption can be conducted consistent with Rule 13e-4(f)(6) and/or Rule 14e-5.

Response: While the Operating Partnership and the Company acknowledge that no-action relief previously granted by the Staff is not
dispositive, we note that the Staff has previously granted such relief from the application of Rule 13e-4(f)(6) and Rule 14e-5 under substantially similar facts and circumstances. See, e.g., CenterPoint Energy, Inc. (avail. December 21, 2006)
and Boston Properties Limited Partnership (avail. December 29, 2011). The factual situations presented in the CenterPoint Energy and Boston Properties letters are similar in all material respects to the factual situation
presented by the Offer to Purchase and Operating Partnership’s redemption of the Debentures. The structure of the securities involved and the mechanics of the put option and redemption right in both the CenterPoint Energy and Boston
Properties letters are identical in all relevant respects to the situation presented here. Similar to the CenterPoint Energy letter, because the current Exchange Price (as defined in the Indenture) is lower than the current trading price
of the Company’s Common Stock, the Operating Partnership does not believe that the Offer to Repurchase or the redemption of the Debentures will be viewed by holders of the Debentures as economically advantageous. In addition, the Operating
Partnership’s situation and that in both the CenterPoint Energy and Boston Properties letters all involve the exercise of a redemption right at a redemption price that is economically equivalent to the price offered pursuant to
the put option and pursuant to redemption terms that were contractually fixed in the applicable (and publicly available) indentures at the time of issuance of the securities.

Accordingly, for the reasons described below, the Operating Partnership and the Company respectfully submits that the Operating
Partnership’s redemption of the Debentures does not involve any of the abuses intended to be addressed by Rule 13e-4(f)(6) and Rule 14e-5(a) and should be permitted to proceed in the manner contemplated by the Schedule TO.

 March 25, 2014

 Page
 2

 Rule 13e-4(f)(6)

In addressing the restrictions imposed by Rule 13e-4(f)(6) (and, in particular, the restrictions applicable for the ten business days after
termination of an issuer tender offer), the adopting release for Rule 13e-4 noted that the “provision is essentially an antimanipulation restriction” and that “[a] tender offer tends to peg the market price of the security which is
the subject of the tender offer at or near the offering price, and the purpose of the prohibition… is to prevent the issuer from supporting the market at that artificial price after termination of the tender offer.”1 According to the proposing release relating to Rule 13e-4, the “Commission believes that a period of ten business days after a tender offer is sufficient to permit the impact of the offer on the
market to subside before subsequent purchases are made.”2 Similarly, the adopting release for Rule 13e-4 noted that “[t]he Commission continues to believe that this short
‘cooling-off’ period constitutes a reasonable means to ensure that the market impact of the tender offer on the issuer’s securities is dissipated by market activity unaffected by additional purchases by the issuer.”3

 We believe the Operating Partnership’s offer to repurchase the Debentures, as
required by the Indenture, will not have a significant effect on the trading price of the Debentures, and therefore no “cooling off” period is necessary between the expiration of the repurchase offer and the redemption. Specifically:

•

The repurchase of the Debentures pursuant to the Offer to Repurchase and the redemption of the Debentures are both being effected pursuant to the Indenture governing the Debentures, which fully determines the repurchase
price and the redemption price. The repurchase price and the redemption price are both equal to the aggregate principal amount of the Debentures, plus any accrued and unpaid interest. Therefore the repurchase price and the redemption price are
economically equivalent, except for minor differences related to accrued and unpaid interest based solely on the differences in the date either is paid.

•

The trading price of the Debentures is based on various factors, including the Exchange Price in relation to the trading price of the Company’s common stock, the credit rating associated with the Operating
Partnership and the Debentures and general market conditions. Neither the repurchase of the Debentures pursuant to the Offer to Repurchase nor the redemption of the Debentures will affect the Exchange Price, which is determined pursuant to the
Indenture. Further, since

1
Securities Act Release No. 6108; Securities Exchange Act Release No. 16112 (Aug. 16, 1979).

2
Securities Exchange Act Release No. 14234 (Dec. 8, 1977).

3
Securities Act Release No. 6108; Securities Exchange Act Release No. 16112 (Aug. 16, 1979).

 March 25, 2014

 Page
 3

the terms of the repurchase of the Debentures pursuant to the Offer to Repurchase and the terms of the redemption of the Debentures are provided in the Indenture, neither the repurchase nor the
redemption is expected to have an impact on the trading price of the Company’s common stock, the credit rating associated with the Operating Partnership or the Debentures or any other factor which could have a foreseeable impact on the trading
price of the Debentures.

•

Based on the current trading price of the Company’s common stock and the current Exchange Price of the Debentures, the Operating Partnership expects that on April 16, 2014, the last day on which holders may
exchange Debentures for shares of the Company’s common stock, the value of such shares of common stock will exceed the repurchase price in the Offer to Purchase and the redemption price; therefore the Operating Partnership does not believe that
the Offer to Repurchase or the redemption of the Debentures will be viewed by holders of the Debentures as economically advantageous.

•

The redemption of the Debentures will not have the effect of artificially supporting the market for the Debentures in the manner contemplated by the Adopting Release for Rule 13e-4. As noted above, the repurchase price
and the redemption price are substantially equivalent and specified by the Indenture. Accordingly, neither the repurchase nor the redemption will have the effect of pegging or manipulating the trading price of the Debentures such that there is a
need for a cooling-off period between the repurchase offer and the redemption.

•

The Operating Partnership has sole discretion as to whether and when to exercise its redemption right on or after the initial April 18, 2014 redemption date, provided that it complies with the terms set forth in
the Indenture. The Operating Partnership’s redemption right is mandatory in that it applies to all holders of Debentures that remain outstanding on the redemption date and in that holders do not have the right to exclude any of their Debentures
from the redemption. The Operating Partnership’s redemption of the Debentures therefore does not involve any investment decision by the holders of the Debentures.

•

The Operating Partnership would like to be able to retire all outstanding Debentures at the earliest possible time under the Indenture, thus removing the inherent risk of non-repayment and providing holders of the
Debentures with the repayment of their principal at the earliest possible date and avoiding additional interest cost and financial risk to the Operating Partnership. The Operating Partnership does not believe that its redemption of the Debentures on
the earliest date permitted by the Indenture and at a price that is substantially equivalent to the contractually mandated put option repurchase price, presents any manipulation of the price of the Debentures.

Rule 14e-5

 Rule 14e-5 is intended
to prevent fraudulent and manipulative practices in tender offers involving purchases or arrangements to purchase securities outside of a tender offer. These practices include taking advantage of the market’s response to the tender offer and
offering different prices to holders outside of the offer. The Commission’s adopting release relating to Rule 10b-13, the predecessor to Rule 14e-5(a), noted that purchases outside a tender offer “are often fraudulent or manipulative in
nature and they can deceive the investing public as to the true state of affairs…[B]y prohibiting a person who makes a cash tender offer or exchange offer from purchasing equity securities of the same class during the tender offer period
otherwise than pursuant to the offer itself, the rule accomplishes the objective of safeguarding the interests of the persons who have tendered their securities in response to a cash tender offer or exchange offer; moreover once the offer has been
made, the rule removes any incentive on the part of

 March 25, 2014

 Page
 4

holders of substantial blocks of securities to demand from the person making a tender offer or exchange offer a consideration greater than or different from that currently offered to public
investors.”4

 For the reasons set forth above in connection with the discussion
of Rule 13e-4(f)(6), we do not believe that the proposed transactions would entail any of the abuses intended to be addressed by Rule 14e-5.

Furthermore, we note that, except with respect to the prohibitions set forth in Rule 13e-4(f)(6) and Rule 14e-5(a), the tender offer will be
made and completed in compliance with Rule 13e-4 and Regulation 14E.

 For the foregoing reasons, we believe that, similar to the
relief granted by the Staff in both CenterPoint Energy and Boston Properties, the prohibitions on (i) an issuer’s purchase of subject securities within ten business days after the date of the expiration of a tender offer, as
provided in Rule 13e-4(f)(6), and (ii) an issuer’s direct or indirect purchase or arrangement to purchase subject securities during the tender offer period, as provided in Rule 14e-5, should not apply to the Operating Partnership’s
redemption of the Debentures on April 18, 2014 after the expiration of the Offer to Purchase on April 15, 2014.

 * * *

 Attached as Annex A hereto is a letter from the Operating Partnership and the Company acknowledging their responsibilities
as requested in the Staff’s letter.

 Please do not hesitate to contact me by telephone at (713) 546-7459 with any questions or
comments regarding this correspondence.

Very truly yours,

/s/ Keith Benson

 Keith Benson

 of Latham & Watkins
LLP

cc:
Joshua A. Mills, Digital Realty Trust, Inc.

Julian T. Kleindorfer, Latham & Watkins LLP

4
Securities Exchange Act Release No. 8712 (Oct. 8, 1969).

 Annex A

Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

 Four
Embarcadero Center, Suite 3200

 San Francisco, CA 94111

March 25, 2014

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3628

 Attention: Daniel F. Duchovny

Re:
Digital Realty Trust, L.P.

Schedule TO filed by Digital Realty Trust, L.P. and Digital Realty Trust, Inc.

Filed March 17, 2014, amended March 18, 2014

File No. 005-86339

 Dear Mr. Duchovny:

Pursuant to the letter from the Staff (the “Staff”) of the Division of Corporation Finance of the United States
Securities and Exchange Commission (the “Commission”) regarding the Schedule TO filed with the Commission on March 17, 2014 (as amended on March 18, 2014) by Digital Realty Trust, L.P. and Digital Realty Trust, Inc.
(collectively, the “Subject Companies”), the Subject Companies hereby acknowledge that:

•

the Subject Companies are responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Subject Companies may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature Page Follows]

 Executed as of the date first written above.

DIGITAL REALTY TRUST, INC.

By:

 /s/ Joshua A. Mills

Joshua A. Mills

Senior Vice President, General Counsel and Assistant Secretary

DIGITAL REALTY TRUST, L.P.

By: Digital Realty Trust, Inc., its sole

General Partner

By:

 /s/ Joshua A. Mills

Joshua A. Mills

Senior Vice President, General Counsel and Assistant Secretary

May 29, 2013

Michael F. Foust
Chief Executive Officer
Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
Four Embarcadero Center, Suite 3200
San Francisco, CA 94111

Re: Digital Realty Trust, Inc.
 Annual Report on Form 10-K
Filed February 28, 2013
File No. 001 -32336

Re: Digital Realty Trust, L.P.
 Annual Report on Form 10-K
Filed February 28, 2013
File No. 000 -54023

Dear Mr. Foust :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defe nse in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Duc Dang

Duc Dang
Special Counsel

CORRESP
1
filename1.htm

CORRESP

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 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

 Attention: Duc Dang

Re:
Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

Annual Report on Form 10-K for the year ended December 31, 2012

Filed February 28, 2013

File Nos. 001-32336 and 000-54023

 Dear
Mr. Dang:

 This letter sets forth the response of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (together,
the “Company”) to the comments received by electronic mail on May 2, 2013 from the Staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange
Commission (the “Commission”) regarding the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”).

For ease of review, we have set forth below the numbered comments in the Staff’s letter and the Company’s responses thereto.
The responses in this letter are based on representations made by the Company to Latham & Watkins LLP for the purpose of preparing this letter.

 Form 10-K

 Item 7. Management’s Discussion and Analysis of Financial
Condition, page 53

1.
Please tell us whether you consider net operating income and/or same store net operating income to be key performance indicators.

Response:

The Company’s management does not consider net operating income or same store net operating income as key performance indicators, as
evidenced by the fact that the Company does not discuss these metrics in its quarterly earnings press releases or in its periodic reports filed with the Commission. The

 May 17, 2013

 Page 2

Company does disclose same store net operating income supplementally in its Supplemental Operating and Financial Data because certain investors and analysts have requested that the Company
provide that information. In addition, the Company notes that the components of net operating income (rental revenue and tenant reimbursement revenue less rental property operating and maintenance expenses, property taxes and insurance expenses) are
each disclosed on a consolidated and same store basis in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’s periodic reports filed with the Commission.

Revenues, page 64

2.
We note your disclosure that same store rental revenues were due to new leasing at same store properties. In future Exchange Act reports, within the same store
discussion, please address the relative impact, if any, of changes in occupancy and rental rates.

Response: The Company intends to address the relative impact of changes in occupancy and rental rates, if any, on same store rental
revenues in its future Exchange Act reports.

 Analysis of Liquidity and Capital Resources, page 68

3.
We note your disclosure here and on page 73 that you commenced an at-the-market equity distribution program. In future Exchange Act reports, please revise to provide
the amount of equity remaining in the program during the applicable period.

 Response: The Company
intends to provide the amount of equity remaining in the at-the-market equity distribution program during the applicable period in its future Exchange Act reports.

 Construction, page 75

4.
We note the disclosure regarding your construction progress for the 1.4 million square feet. In future Exchange Act reports, please disclose the expected
completion date, if possible, for this development project and any other projects where you have begun development and/or construction.

 Response: The Company intends to disclose the expected completion date, if determinable, for this development project and any other projects where it has begun development and/or construction in
future Exchange Act reports. In response to the Staff’s comment, the Company intends to revise its disclosures in future filings as follows:

 As of xxx, 2013 the balance of construction work in progress was $xxx million, which included xxx million square feet of Turn Key FlexSM, Custom Solutions and Powered Base Buildings® construction projects with a cost including accruals of $xxx million. Cost of work on buildings, sites, and other improvements associated with specific space under
construction was $xxx million. The expected cost to complete the work on the xxx million square feet and specific space under construction is $xxx million for a total expected cost of $xxx million with completion expected in the next twelve months.
Including the proportionate acquisition cost, capitalized interest, and capitalized general and administrative costs, the expected total cost of work associated with the delivery of the above projects is $xxx million.

* * *

 The
Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 * * *

 May 17, 2013

 Page 3

 Please do not hesitate to contact me by telephone at (713) 456-7459 or by fax at
(713) 546-5401or Julian Kleindorfer by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Keith Benson

 Keith Benson

of Latham & Watkins LLP

cc:
A. William Stein, Digital Realty Trust, Inc. & Digital Realty Trust, L.P.

Joshua A. Mills, Digital Realty Trust, Inc. & Digital Realty Trust, L.P.

Julian T. Kleindorfer, Latham & Watkins LLP

May 2, 2013

Via Email
Michael F. Foust
Chief Executive Officer
Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
Four Embarcadero Center, Suite 3200
San Francisco, CA 94111

Re: Digital Realty Trust, Inc.
 Annual Report on Form 10-K
Filed February 28, 2013
File No. 001-32336

Re: Digital Realty Trust, L.P.
 Annual Report on Form 10-K
Filed February 28, 2013
File No. 000 -54023

Dear Mr. Foust :

We have reviewed your  filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After re viewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition, page 53

1. Please tell us whether you cons ider net operating income and/or same store net operating
income to be key performance indicators.

Michael F. Foust
Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
May 2, 2013
Page 2
 Revenues, page 64

2. We note your disclosure that same store rental revenues were due to new leasing at same
store properties. In future Exchange Act report s, within the same store discussion, please
address the relative impact, if any, of changes in occupancy and rent al rates.

Analysis of Liquidity and Capital Resources, page 68

3. We note your disclosure here and on page 73 that you commenced an at -the-market
equity distribution program.   In future Exchange Act reports, please revise to provide the
amount of equity remaining in the program during the applicable period.

Construction, page 75

4. We note the disclosure regarding your construction progress for the 1.4 million square
feet.  In future Exchange Act reports, please disclose the expected completion date, if
possible, for this development project and any other projects where you have begun
development and/or construction.

We urge all persons who are re sponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the compan y may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Folake Ayoola, Attorney  Adviser, at (202) 551 -3673  or me at (202) 551 -
3386  with any other questions.

Sincerely,
 /s/ Duc Dang
 Duc Dang
Attorney Advisor

May 1, 2012
 Via E-mail

Mr. A. William Stein Chief Financial Officer & Chief Investment Officer Digital Realty Trust, Inc. 560 Mission Street, Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, Inc.
 Digital Realty Trust, L.P.
 Form 10-K for the fiscal ye ar ended Decem ber 31, 2011
 Filed February 28, 2012
File Nos. 001- 32336 and 000-54023

Dear Mr. Stein:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon
Daniel L. Gordon Branch Chief

CORRESP
1
filename1.htm

Correspondence

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 San Francisco, California 94111-6538

Tel: +1.415.391.0600 Fax: +1.415.395.8095

 www.lw.com

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Munich

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 Orange County

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Rome

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Tokyo

 Washington, D.C.

 April 10, 2012

VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C.
20549-7010

 Attention: Daniel L. Gordon

Re:
Digital Realty Trust, Inc.

 Digital Realty Trust, L.P.

 Form 10-K for the year ended
December 31, 2011

 Filed February 28, 2012

File Nos. 001-32336 and 000-54023

 Dear Mr. Gordon:

 This letter sets forth the response of Digital Realty
Trust, Inc. and Digital Realty Trust, L.P. (together, the “Company”) to the comment received by facsimile on March 27, 2012 from the Staff (the “Staff”) of the Division of Corporation Finance of
the United States Securities and Exchange Commission (the “Commission”) regarding the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “Form 10-K”).

For ease of review, we have set forth below the numbered comment in the Staff’s letter and the Company’s responses thereto. The
response in this letter is based on representations made by the Company to Latham & Watkins LLP for the purpose of preparing this letter.

 Form 10-K

 General

1.
Please advise us whether management considers net operating income and/or same store net operating income as key performance indicators. We may have further
comments.

 Response:

 The Company’s management does not consider net operating income or same store net operating income as key performance indicators, as evidenced by the fact that the Company does not discuss these
metrics in its quarterly earnings press releases or in its periodic reports filed with the Commission. The Company does disclose same store net operating income supplementally in its Supplemental Operating

 April 10, 2012

  Page
 2

and Financial Data because certain investors and analysts have requested that the Company provide that information. In addition, the Company notes that the components of net operating income
(rental revenue and tenant reimbursement revenue less rental property operating and maintenance expenses, property taxes and insurance expenses) are each disclosed on a consolidated and same store basis in the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” section of the Company’s periodic reports filed with the Commission.

 * * *

 Please do not hesitate to contact me by telephone at (415) 646-8307
or by fax at (415) 395-8095 or Julian Kleindorfer by telephone at (213) 891-8371 or by fax at (213) 891-8763 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Keith Benson

 Keith Benson

of Latham & Watkins LLP

cc:
A. William Stein, Digital Realty Trust, Inc. & Digital Realty Trust, L.P.

Joshua A. Mills, Digital Realty Trust, Inc. & Digital Realty Trust, L.P.

Julian T. Kleindorfer, Latham & Watkins LLP

March 27, 2012
 Via E-mail

Mr. A. William Stein Chief Financial Officer & Chief Investment Officer Digital Realty Trust, Inc. 560 Mission Street, Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, Inc.
 Digital Realty Trust, L.P.
 Form 10-K for the fiscal ye ar ended Decem ber 31, 2011
 Filed February 28, 2012
File Nos. 001- 32336 and 000-54023

Dear Mr. Stein:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for the Year Ended December 31, 2011

 General

 1. Please advise us whether management consid ers net operating income and/or same store
net operating income as key performance indicat ors.  We may have further comments.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. A. William Stein Digital Realty Trust, Inc. March 27, 2012 Page 2

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

If you have any questions, you may contact Eric McPhee at (202) 551-3693 or me at
(202) 551-3486.
Sincerely,
   /s/ Daniel L. Gordon
Daniel L. Gordon Branch Chief

July 20, 2011
 Via E-mail

Mr. A. William Stein Chief Financial Officer Digital Realty Trust, Inc. Digital Realty Trust, L.P. 560 Mission Street, Suite 2900 San Francisco, CA    94105
Re: Digital Realty Trust, Inc.
            Digital Realty Trust, L.P.  Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 Form 10-K/A for Fiscal Year Ended December 31, 2010 Filed March 25, 2011 Form 10-Q for the Quarter Ended March 31, 2011
 Filed May 9, 2011
                        File No.  001-32336 and File No.  000-54023

Dear Mr. Stein:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

                                                                                    Sincerely,                                                                                                       /s/ Daniel L. Gordon
Daniel L. Gordon
                                                                                    Branch Chief

CORRESP
1
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June 20, 2011

Dubai

Rome

Frankfurt

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San Francisco

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 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

 Attention: Daniel L. Gordon

Re:
Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

 File No. 001-32336 and File No. 000-54023

 Form 10-K for the year
ended December 31, 2010

 Dear Mr. Gordon:

 This letter sets forth the responses of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. (together, the “Company”) to the comments received by facsimile on May 27,
2011 from the Staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission regarding the Company’s Annual Report on Form 10-K for the year ended December 31,
2010 (the “Form 10-K”).

 For ease of review, we have set forth below each of the numbered comments of
the Staff’s letter and the Company’s responses thereto. The responses in this letter are based on representations made by the Company to Latham & Watkins LLP for the purpose of preparing this letter.

Form 10-K

 Properties, page
32

1.
From footnote 4, you indicate that annualized rents, which is used to calculate your rentals per occupied square foot, by multiplying the December contractual rent
by 12. Please tell us whether your rental disclosures reflect the tenant reimbursements and concessions.

Response: The annualized base rent amounts included in the Company’s rental disclosures reflect cash base rents before
abatements. In response to the Staff’s comment, the Company intends to revise its disclosures in future filings as follows:

“Annualized base rent represents the monthly contractual base rent (defined as cash base rent before abatements) under existing
leases as of December 31, 2010 multiplied by 12.”

 June 20, 2011

 Page
2

2.
In future periodic filings, please expand your disclosure to discuss embedded rent growth in your portfolio related to rent escalators in your leases. To the extent
practicable, please quantify the percentage of leases that have escalators and provide a range of escalation.

Response: The Company intends to include under the heading “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Factors Which May Influence Future Results of Operations—Rental income” substantially the following disclosure in its future filings:

 “As of December 31, 2011, we had xxx leases with a total of xxx tenants. As of December 31, 2011, approximately xx% of our leases (on a rentable square footage basis) contained annual
base rent escalations that were either fixed (generally ranging from x.x% to x.x%) or indexed based on a consumer price index or other similar inflation related index. For more information, see the table under Part I, Item 2.
“Properties—Lease Expirations” which includes annualized rent in effect as of December 31, 2011 and annualized rent in effect at expiration for leases in our portfolio grouped by year of lease expiration.”

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 50

3.
To the extent that funds from operations is a key financial performance indicator, please include such disclosure in future periodic reports.

 Response: The Company intends to include a presentation of funds from operations (FFO) in its future
periodic reports in a format substantially similar to the following:

 Funds from Operations

We calculate Funds from Operations, or FFO, in accordance with the standards established by the National Association of Real Estate
Investment Trusts, or NAREIT. FFO represents net income (loss) available to common stockholders and unitholders (computed in accordance with U.S. GAAP), excluding gains (or losses) from sales of property, real estate related depreciation and
amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Management uses FFO as a supplemental performance measure because, in excluding real estate related
depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a
widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the
changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect
and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. Other REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may
not be comparable to such other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance.

 June 20, 2011

 Page
3

 Reconciliation of Net Income Available to Common Stockholders to Funds From Operations
(FFO)

 (in thousands, except per share data)

Year Ended December 31,

2011

2010

2009

 Net income available to common stockholders

$
xxx

$
xxx

$
xxx

 Adjustments:

 Noncontrolling interests in operating partnership

xxx

xxx

xxx

 Real estate related depreciation and amortization (1)

xxx

xxx

xxx

 Real estate related depreciation and amortization related to investment in unconsolidated joint ventures

xxx

xxx

xxx

 FFO available to common stockholders and unitholders (2)

$
xxx

$
xxx

$
xxx

 Basic FFO per share and unit

$
xxx

$
xxx

$
xxx

 Diluted FFO per share and unit (2)

$
xxx

$
xxx

$
xxx

 Weighted average common stock and units outstanding

 Basic

xxx

xxx

xxx

 Diluted (2)

xxx

xxx

xxx

 (1)    Real estate depreciation and amortization was computed as follows:

 Depreciation and amortization per income statement

xxx

xxx

xxx

 Non-real estate depreciation

xxx

xxx

xxx

$
xxx

$
xxx

$
xxx

(2)
At December 31, 2011, we had xxx series C convertible preferred shares and xxx series D convertible preferred shares outstanding that were convertible into xxx
common shares and xxx common shares, respectively. In addition, we had a balance of $ xxx of 5.50% exchangeable senior debentures that were exchangeable for xxx common shares on a weighted average basis for the three months ended December 31,
2011. See below for calculations of diluted FFO available to common stockholders and unitholders and weighted average common stock and units outstanding.

Year Ended December 31,

2011

2010

2009

 FFO available to common stockholders and unitholders

$
xxx

$
xxx

$
xxx

 Add: Series C convertible preferred dividends

xxx

xxx

xxx

 Add: Series D convertible preferred dividends

xxx

xxx

xxx

 Add: 5.50% exchangeable senior debentures interest expense

xxx

xxx

xxx

 FFO available to common stockholders and unitholders — diluted

$
xxx

$
xxx

$
xxx

 Weighted average common stock and units outstanding

xxx

xxx

xxx

 Add: Effect of dilutive securities (excluding series C and D convertible preferred stock)

xxx

xxx

xxx

 Add: Effect of dilutive series C convertible preferred stock

xxx

xxx

xxx

 Add: Effect of dilutive series D convertible preferred stock

xxx

xxx

xxx

 Add: Effect of dilutive 5.50% exchangeable senior debentures

xxx

xxx

xxx

 Weighted average common stock and units outstanding — diluted

xxx

xxx

xxx

 June 20, 2011

 Page
4

4.
In future periodic filings, to the extent you have material lease expirations in the year following the reporting period, please include disclosure comparing the
rents on expiring leases to market rents.

 Response: To the extent the Company has material lease
expirations in the year following the reporting period, the Company intends to include disclosure under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Which May Influence
Future Results of Operations—Scheduled lease expirations” comparing the rents on recently expired leases to new leases for the same space. For example, in the Form 10-K, such disclosure would have been substantially as follows:

“Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our
results of operations. As of December 31, 2010, leases representing approximately xxx% of the net rentable square footage of our portfolio are scheduled to expire during the year ending December 31, 2011. We continue to see strong demand
in our markets for datacenter space and expect the rental rates we are likely to achieve on any new (re-leased) or renewed leases for 2011 expirations will generally be higher than the rates currently being paid for the same space. For the twelve
months ended December 31, 2010, rents on re-leased/renewed space increased by an average of xx% on a GAAP basis on our Turn-Key Datacenter space compared to the expiring rents for the same space and by an average of xx% on a GAAP basis on our
Powered Base Building space compared to the expiring rents for the same space. Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or that our properties will be re-leased at all or at
rental rates equal to or above the current average rental rates. Further, re-leased/renewed rental rates in a particular market may not be consistent with rental rates across our portfolio as a whole due to a number of factors, including local real
estate conditions, local supply and demand for datacenter space, the condition of the property and whether the property, or space within the property, has been redeveloped.”

5.
In future periodic reports, please discuss your leasing activities for the reported period, including the volume of new or renewed leases, average tenant improvement
costs, leasing commissions and tenant concessions. Also, please discuss the relationship between rents on leases that expired in the current reporting period and rents on executed renewals or new leases.

Response: Because tenant concessions are reflected in GAAP rental rates, the Company respectfully submits that it does not believe
that separate disclosure of average tenant concessions provides meaningful information to investors. The Company intends to include disclosure substantially similar to the following in its future filings:

“During the year ended December 31, 2011, we signed new leases totaling approximately xxx square feet of space and renewal
leases totaling approximately xxx square feet of space. The following table summarizes our leasing activity in the year ended December 31, 2011:

 June 20, 2011

 Page
5

Net
Rentable
Square Feet

Expiring
Rental
Rate
PSF(
1)

New
Rental
Rate
PSF(1)

Rental Rate
% Changes

TI’s/Lease
Commissions
PSF

Weighted
Avg
Lease Term
(Months)

 Leasing Activity

 Renewals Signed

 Turn-Key Datacenter

xxx

$
 xx

$
 xx

xx
%

$
 xx

xx

 Powered Base Building

xxx

$
 xx

$
 xx

xx
%

$
 xx

xx

 Non-technical

xxx

$
 xx

$
 xx

xx
%

$
 xx

xx

 New Leases Signed

 Turn-Key Datacenter

xxx

—

$
 xx

—

$
 xx

xx

 Powered Base Building

xxx

—

$
 xx

—

$
 xx

xx

 Non-technical

xxx

—

$
 xx

—

$
 xx

xx

 Re-leases Signed (included in New Leases Signed above)

 Turn-Key Datacenter

xxx

$
 xx

$
 xx

xx
%

$
 xx

xx

 Powered Base Building

xxx

$
 xx

$
 xx

xx
%

$
 xx

xx

 Non-technical

xxx

$
 xx

$
 xx

xx
%

$
 xx

xx

 Total Leasing Activity

 Turn-Key Datacenter

xxx

—

$
 xx

—

—

—

 Powered Base Building

xxx

—

$
 xx

—

—

—

 Non-technical

xxx

—

$
 xx

—

—

—

(1)
 Rental rates represent annual estimated cash rent per rentable square foot adjusted for straight-line rents in accordance with GAAP. GAAP rental rates
are inclusive of tenant concessions, if any.”

 Critical Accounting Policies, page 55

6.
In future filings please consider adding a critical accounting policy regarding capitalization of costs as it appears that you expect this to become more significant
in future periods. Please discuss how it is determined when capitalization begins and ends as part of your critical accounting policy. In addition please revise future filings to include similar disclosures for your significant accounting policy for
cost capitalization within your footnotes to your financial statements.

 Response: The Company intends
to include substantially the following disclosure in its future filings:

 “Capitalization of Costs

 Direct and indirect project costs that are clearly associated with the development and redevelopment of properties are
capitalized as incurred. Project costs include all costs directly associated with the development or redevelopment of a property, including construction costs, interest, property taxes, insurance, legal fees and costs of personnel working on the
project. Indirect costs that do not clearly relate to the projects under development/redevelopment are not capitalized and are charged to expense as incurred.

 Capitalization of costs begins when the activities necessary to get the development/redevelopment project ready for its intended use begins, which include costs

 June 20, 2011

 Page
6

 incurred before the beginning of construction. Capitalization of costs ceases when the
development/redevelopment project is substantially complete and ready for its intended use. Determining when a development/redevelopment project commences, and when it is substantially complete and ready for its intended use involves a degree of
judgment. We generally consider a development/redevelopment project to be substantially complete and ready for its intended use upon recommission, which is when the redeveloped/developed project has been tested at full load, or receipt of a
certificate of occupancy. We cease cost capitalization if activities necessary for the development/redevelopment of the property have been suspended. Capitalized costs are allocated to the specific components of a project that are benefited.”

 Liquidity and Capital Resources of the Parent Company, page 63

7.
In future filings please include an analysis of your capitalized expenditures by breaking down total capitalized expenditures between new development, redevelopment
and other cap-ex by year. In addition please provide a narrative discussion for fluctuations from year to year and expectations for the future. As part of this analysis discuss the amounts of indirect costs (soft costs) capitalized each year and
reasons for fluctuations.

 Response: The Company intends to include substantially the following
disclosure in its future filings:

 “Historical Capital Expenditures

Year Ended December 31,

2011

2010

2009

 Development projects

$
xxx

$
xxx

$
xxx

 Redevelopment projects

$
xxx

$
xxx

$
xxx

 Other capital expenditures

$
xxx

$
xxx

$
xxx

 Total capital expenditures

$
xxx

$
xxx

$
xxx

 In 2011, total
capital expenditures increased/decreased $xx million to $xx million from 2010. Our development capital expenditures for 2011 were approximately $xx million, which reflects an increase/decrease of approximately xx% from 2010 levels.
This increase/decrease was primarily due to xxx. Our development capita

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -7010

       DIVISION OF
CORPORATION FINANCE

                                                                                           May 27, 2011

By U.S. Mail and facsimile to (415) 738 -6501

Mr. A. William Stein, Chief Financial Officer
Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
560 Mission Street, Suite 2900
San Francisco, CA    94105

RE: Digital Realty Trust, Inc .
            Digital Realty Trust, L.P.
            File No.  001-32336 and File No.  000-54023
 Form 10 -K for the year ended December 31, 20 10

Dear Mr. Stein:

We h ave reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10 -K

Properties, page 32

1. From footnote 4, you indicate that annualized rents, which is used to c alculate
your rentals per occupied square foot, by multiplying the December contractual
rent by 12.  Please tell us whether your rental disclosures reflect the tenant
reimbursements and concessions.

Mr. A. William Stein, Chief Financial Officer
Digital Realty Trust, Inc.
Digital Realty Trust, L. P.
May 27, 2011
Page 2

2. In future periodic filings, please expand your disclosur e to discuss embedded rent
growth in your portfolio related to rent escalators in your leases.  To the extent
practicable, please quantify the percentage of leases that have escalators and
provide a range of escalation.

Item 7.  Management’s Discussion an d Analysis of Financial Condition and Results of
Operations, page 50

3. To the extent that funds from operations is a key financial performance indicator,
please include such disclosure in future periodic reports.

4. In future periodic filings, to the extent y ou have material lease expirations in the
year following the reporting period, please include disclosure comparing the rents
on expiring leases to market rents.

5. In future periodic reports, please discuss your leasing activities for the reported
period, including the volume of new or renewed leases, average tenant
improvement costs, leasing commissions and tenant concessions.  Also, please
discuss the relationship between rents on leases that expired in the current
reporting period and rents on executed r enewals or new leases.

Critical Accounting Policies, page 55

6. In future filings please consider adding a critical accounting policy regarding
capitalization of costs as it appears that you expect this to become more
significant in future periods.  Please discuss how it is determined when
capitalization begins and ends as part of your critical accounting policy.  In
addition please revise future filings to include similar disclosures for your
significant accounting policy for cost capitalization within your  footnotes to your
financial statements.

Liquidity and Capital Resources of the Parent Company, page 63

7. In future filings please include an analysis of your capitalized expenditures by
breaking down total capitalized expenditures between new development,
redevelopment and other cap -ex by year.  In addition please provide a narrative
discussion for fluctuations from year to year and expectations for the future.  As
part of this analysis discuss the amounts of indirect costs (soft costs) capitalized
each ye ar and reasons for fluctuations.

8. We note the disclosure of several acquisitions made in the reporting period.  To
the extent that aggregate acquisitions in future reporting periods are material,
please include capitalization rates for such acquisitions.   Also include a clear

Mr. A. William Stein, Chief Financial Officer
Digital Realty Trust, Inc.
Digital Realty Trust, L. P.
May 27, 2011
Page 3

description of how you calculate capitalization rates, including how you calculate
net operating income for such purposes.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be cer tain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible f or the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the C ommission or any person under the federal securities laws of the
United States.

 You may contact Jorge L. Bonilla at (202) 551 -3414 or me at (202) 551 -3486 if
you have questions regarding comments on the financial statements and related matters.
Please c ontact Jerard Gibson at (202) 551 -3473 or Duc Dang at (202) 551 -3386 with any
other questions.

                                                                                    Sincerely,

Daniel L. Gordon
                                                                                    Branch Chief

CORRESP
1
filename1.htm

Acceleration Request

 Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

 560 Mission Street, Suite 2900

 San Francisco, CA 94105

December 9, 2010

 VIA
EDGAR TRANSMISSION

 Tom Kluck, Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

100 F. Street, NE

 Washington, D.C. 20549-6010

Re:
Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

Registration Statement on Form S-4

File Nos. 333-169752 and 333-169752-01

Dear Mr. Kluck:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Digital Realty Trust, Inc. and Digital Realty Trust, L.P. hereby request that the Securities and Exchange Commission (the “Commission”) take the appropriate
action to make the above-captioned Registration Statement on Form S-4 effective at 11:00 a.m., Washington, D.C. time on December 13, 2010 or as soon thereafter as possible.

Digital Realty Trust, Inc. and Digital Realty Trust, L.P. each acknowledges that with respect to the Registration Statement:

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve such company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 such company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 If you have any questions or comments regarding the foregoing, please
call Keith Benson of Latham & Watkins LLP at (415) 646-8307 or the undersigned at (415) 738-6500. Thank you in advance for your consideration.

 Very truly yours,

DIGITAL REALTY TRUST, INC.

By: /s/ Joshua A. Mills

 Joshua A. Mills

 Senior Vice
President, General Counsel and

 Assistant Secretary

DIGITAL REALTY TRUST, L.P.

 By: Digital Realty Trust, Inc.,

its General Partner

By: /s/ Joshua A. Mills

 Joshua A. Mills

 Senior Vice
President, General Counsel and

 Assistant Secretary

cc:
Sandra B. Hunter, United States Securities and Exchange Commission

Keith Benson, Latham & Watkins LLP

Julian T.H. Kleindorfer, Latham & Watkins LLP

November 2, 2010

A. William Stein
Chief Financial Officer & Chief Investment Officer
Digital Realty Trust, Inc.
560 Mission Street, Suite 2900 San Francisco, CA  94105

Re: Digital Realty Trust
 Registration Statement on Form S -4
 Filed October 5, 2010
 File No. 333 -169752
 Dear Mr. Stein :

We have limited our review of your registration statement to those issues we have
addressed in our comment.  Please respond to this letter by amending your registration
statement and providing the requested information .  Where you do not believe our comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any ame ndment to your registration statement and the information
you provide in response to these comments, we may have additional comments.
1. Please file a tax opinion in regards to your status as a REIT and describe the tax consequences in the prospectus.  See Item 601(b)(8) of Regulation S -K.
General
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities A ct rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event y ou request acceleration of the effective
date of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effe ctive, it does not foreclose the Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

A. William Stein
Digital Realty Trust, Inc.
November 2, 2010
Page 2

• the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of  the registration statement.

Please contact Sandra B. Hunter, Attorney -Advisor, at (202) 551- 3758 or me at (202)
551-3233 with any questions.

Sincerely,

        Tom Kluck
        Branch Chief

cc:  Keith Benson, Esq.
Julian T.H. Kleindorfer, Esq. Latham & Watkins LLP
Via facsimile : (415) 395- 8095

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
                                                                                            August 20, 2010
  Michael F. Foust Chief Executive Officer Digital Realty Trust, L.P. 560 Mission Street, Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, L.P.
  Amendment No. 1 to Registra tion Statement on Form S-4
  Filed June 25, 2010
  File No. 333-167805

Dear Mr. Foust:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
General

1. We note your response to comment 1 in our le tter dated July 23, 2010.  Please understand
that we will continue to monitor your Form S-4 for compliance with our comments on
your registration statement on Form 10.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Michael F. Foust
Digital Realty Trust, L.P.
August 20, 2010 Page 2
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Adam F. Turk, Attorney-Advi sor at (202) 551-3657 or me at (202) 551-
3401 with any questions.
Sincerely,

        J e n n i f e r  G o w e t s k i
        Senior Counsel  cc:  Keith Benson, Esq.
Latham & Watkins LLP Via Facsimile: (415) 395-8095

CORRESP
1
filename1.htm

Acceleration Request

 Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

560 Mission Street, Suite 2900

San Francisco, CA 94105

September 22, 2010

 VIA
EDGAR TRANSMISSION

 Jennifer Gowetski, Senior Counsel

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F. Street, NE

Washington, D.C. 20549-6010

Re:
Digital Realty Trust, Inc.

Digital Realty Trust, L.P.

Registration Statement on Form S-4

File No. 333-167805

 Dear
Ms. Gowetski:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, Digital Realty Trust, Inc. and
Digital Realty Trust, L.P. hereby request that the Securities and Exchange Commission (the “Commission”) take the appropriate action to make the above-captioned Registration Statement on Form S-4 effective at 11:00 a.m.,
Washington, D.C. time on September 24, 2010 or as soon thereafter as possible.

 Digital Realty Trust, Inc. and Digital
Realty Trust, L.P. each acknowledges that with respect to the Registration Statement:

•

 should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve such company
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 such company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

 If you have any questions or comments regarding the foregoing, please
call Keith Benson of Latham & Watkins LLP at (415) 646-8307 or the undersigned at (415) 738-6500. Thank you in advance for your consideration.

Very truly yours,

DIGITAL REALTY TRUST, INC.

 By: /s/ Joshua A. Mills

Joshua A. Mills

Assistant Secretary and General Counsel

DIGITAL REALTY TRUST, L.P.

 By: Digital Realty Trust, Inc.,

its General Partner

 By: /s/ Joshua A. Mills

Joshua A. Mills

Assistant Secretary and General Counsel

cc:
Adam F. Turk, United States Securities and Exchange Commission

Keith Benson, Latham & Watkins LLP

Julian T.H. Kleindorfer, Latham & Watkins LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
                                                                                            July 23, 2010
  Michael F. Foust Chief Executive Officer Digital Realty Trust, L.P. 560 Mission Street, Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, Inc.
Digital Realty Trust, L.P.
  Registration Statement on Form S-4
  Filed June 25, 2010   File No. 333-167805

Dear Mr. Foust:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we  may have additional comments.
General

1. Please note that we are reviewing your regi stration statement to ensure compliance with
the outstanding comments on the Form 10 filed by Digital Realty Trust, L.P., which also is being reviewed by staff.
2. Prior to effectiveness, please file your transmitta l letter.  If you are not in a position to file
your transmittal letter with the next amendment, please file a form of transmittal letter.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and

Michael F. Foust
Digital Realty Trust, L.P. July 23, 2010 Page 2   all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Adam F. Turk, Attorney-Advi sor at (202) 551-3657 or me at (202) 551-
3401 with any other questions.
Sincerely,

        J e n n i f e r  G o w e t s k i
        Senior Counsel  cc:  Keith Benson, Esq.
Latham & Watkins LLP Via Facsimile: (415) 395-8095

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                                                           October 9, 2009  Mail Stop 3010
By U.S. Mail and facsimile to (415) 738-6501

Mr. A. William Stein, Chief Financial Officer
Digital Realty Trust, Inc. 560 Mission Street, Suite 2900 San Francisco, CA    94105    RE: Digital Realty Trust, Inc .
            File No.  001-32336  Form 10-K for the year ended December 31, 2008
Schedule 14A filed on April 6, 2009

Dear Mr. Stein:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

                                                                                  Sincerely,                                                                                                                                                                                                                                                                          Cicely LaMothe                                                                                   Branch Chief

CORRESP
1
filename1.htm

Response Letter

 July 22, 2009

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attention:
Cicely LaMothe

Re:
Digital Realty Trust, Inc.
File No. 001-32336
Form 10-K for the year ended December 31, 2008
Schedule 14A
Filed on April 4, 2009

 Dear Ms. LaMothe:

 This
letter sets forth the responses of Digital Realty Trust, Inc. (the “Company”) to the comments received by facsimile on June 12, 2009 from the staff (the “Staff”) of the Division of Corporation
Finance of the United States Securities and Exchange Commission regarding the Company’s annual report on Form 10-K for the year ended December 31, 2008 (the “Form 10-K”) and the Company’s definitive proxy
statement filed on April 6, 2009 (the “Schedule 14A”).

 For ease of review, we have set forth below each of
the Staff’s comments and the Company’s responses thereto.

 Form 10-K for the year ended December 31, 2008

 Note 10. Incentive Plan, page 98

1.
We note your response to comment one. It does not appear that the disclosure that you proposed to include in future filings fully address the significant assumptions used to
measure the fair value of Class C Unit awards. Please confirm that in future filings you will include the disclosures required by paragraph A240.e.(2) of SFAS 123R.

 Response:

 In response
to the Staff’s comment, the Company will revise its disclosure in future filings to fully address the significant assumptions used to measure the fair value of Class C Unit awards as required by paragraph A240.e.(2) of SFAS 123R. The
Company will include this additional disclosure in the Incentive Plan note to its consolidated financial statements in future filings. The Company expects that the additional disclosure will read substantially as follows:

 The fair value of the Class C Units granted during 2005 under the 2004 Incentive Award Plan was measured on the grant date using a combination of
hypothetical call options that replicate the value of the payoff on the Class C Units. The fair value of each hypothetical call option was estimated at the date of grant using a Black-Scholes option pricing model. Significant assumptions used in the
Black-Scholes option pricing model included an expected term of 36 months, expected stock price volatility of 21%, a risk-free interest rate of 4.1%, and a dividend yield rate of 5.4 percent. The fixed award limit under the plan is $40 million, and
there were 58.8 million outstanding shares of common stock and Operating Partnership units as of the 2005 grant date.

 The fair value of the
Class C Units granted during 2007 under the 2004 Incentive Award Plan was measured on the grant date using a Monte Carlo simulation to estimate the probability of the multiple market conditions being satisfied. The Monte Carlo simulation uses a
statistical formula underlying the Black-Scholes and binomial formulas, and such simulation was run approximately 100,000 times. For each simulation, the value of the payoff was calculated at the settlement date and was then discounted to the grant
date at a risk-free interest rate. The expected value of the Class C units on the grant date was determined by multiplying the average of the values over all simulations by the number of outstanding shares of common stock and Operating Partnership
units. The valuation was performed in a risk-neutral framework, so no assumption was made with respect to an equity risk premium. Other significant assumptions used in the valuation included an expected term of 36 months, expected stock price
volatility of 23%, a risk-free interest rate of 4.6%, and a dividend growth rate of 5.0 percent. The fixed award limit under the plan is $17 million for the first market condition and $40 million for the second market condition, and there were 69.2
million shares of common stock and Operating Partnership units outstanding as of the 2007 grant date.

 Estimates of fair value are not
intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of the reasonableness of the original estimates of fair value made by the Company.

 Schedule 14A

 2008 Long-Term Incentive Units Award, Page 18

2.
We note your response to comment 4 of our letter dated February 3, 2009. In response to our comment, you confirmed that you would disclose the individual performance goals and
other factors taken into account in awarding long-term incentive awards. However, we could not locate this disclosure. Please tell us the specific individual goals and other factors that the Compensation Committee applied in awarding long-term
incentive units for 2008. Provide a similar explanation with respect to stock option grants, as noted in comment 9 of our letter dated December 8, 2008. Please also confirm that you will provide similar disclosure in your future filings.

 Response:

 The Company respectfully submits that, as stated on page 19 of the Proxy Statement, the Compensation Committee of the Company’s Board of Directors approves awards of long-term incentive units on the basis of
several factors, including the executive officer’s total compensation package, the executive officer’s roles and responsibilities within the Company, the executive officer’s performance, any significant accomplishments of the
executive officer, the Company’s financial and operating performance and competitive market data applicable to each executive officer’s position and functional responsibilities. In addition, as noted on page 19 of the Proxy Statement, the
Compensation Committee may establish individual goals with respect to the grant of long-term incentive units. However, the Compensation Committee did not establish any specific individual goals with respect to long-term incentive units granted
during 2008. In future filings, the Company will clarify whether equity compensation awards granted during the applicable year were based in part on specific individual performance goals and, if so, the Company will describe those goals.

As the disclosure on page 20 of the Proxy Statement indicates, certain long-term incentive units awarded in 2008 were subject to
performance-based vesting based on achieving Company FFO (funds from operations) targets for the fiscal year ended December 31, 2008. The Company did not establish any additional individual performance goals with respect to the vesting of the
awards.

 The Company did not grant any stock options in 2008. The stock options granted in 2007 were granted on the basis
of the same factors as are described in the first paragraph above, and the Company will include similar disclosure in future filings with respect to any future grants of stock options.

3.
We note your response to comment 1 of our letter dated March 17, 2009. Please tell us how you determine the number of common units distributed to each partner upon their
contribution of property to the operating partnership.

 Response:

 Since the Company’s initial public offering, the Company has not acquired any real property through contributions to its Operating
Partnership in exchange for common units. In the event the Company does acquire any real property from third parties in the future in exchange for common units of its Operating Partnership, the Company expects that the number of common units issued
to the contributor would be equal to the agreed upon value of the contributed property divided by the value of a common unit calculated pursuant to the agreement governing the Operating Partnership (the “Partnership Agreement”). Pursuant
to the Partnership Agreement, the value of a common unit will generally be equal to the trailing 10-day average closing sales price of the Company’s common stock, subject to adjustment in the event of stock splits and combinations and other
specified events, but may, subject to the Company’s reasonable discretion, be based on the value of the Company’s common stock or a common unit as determined by negotiation between the Company and the contributor.

 Since the Company’s initial public offering, the Operating Partnership has issued common units to the Company upon the Company’s
contribution of cash raised in connection with common equity offerings conducted by the Company. In each such case, the number of common units issued by the Operating Partnership to the Company equaled the number of shares of common stock issued by
the Company in the common equity offering.

 In connection with the Company’s initial public offering, the Operating
Partnership negotiated contribution agreements with the Company’s predecessor (Global Innovation Partners) and several third parties pursuant to which the Operating Partnership agreed to issue common units in exchange for the contribution by
these parties of real property to the Operating Partnership. The number of common units issued to these parties was negotiated among the Company, the Operating Partnership and these parties, and was based on the relative negotiated fair values of
the properties contributed.

 * * *

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 * * *

 Please do not hesitate to contact me by telephone at (415) 738-6516 or by fax at (415) 738-6521 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Joshua A. Mills

Joshua A. Mills

General Counsel and Assistant Secretary

cc:
Julian T. Kleindorfer, Latham & Watkins LLP

Keith Benson, Latham & Watkins LLP

Mail Stop 3010                                                                                             June 12, 2009   VIA USMAIL and FAX (415) 738 - 6501  Mr. A. William Stein, Chief Financial Officer Digital Realty Trust, Inc. 560 Mission Street, Suite 2900 San Francisco, CA    94105    RE: Digital Realty Trust, Inc .
            File No.  001-32336  Form 10-K for the year ended December 31, 2008             Schedule 14A filed on April 6, 2009

Dear Mr. Stein:
We have reviewed your response letter submitted on May 4, 2009 and have the
following comments.
In our comments, we ask you to provide us with information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view 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.

Form 10-K for the year ended December 31, 2008

Note 10. Incentive Plan, page 98
1. We note your response to comment one. It does not appear that the disclosure that
you proposed to include in future filings fully address the sign ificant assumptions
used to measure the fair value of your Cl ass C Unit awards. Please confirm that in
futures filing you will include the disclosu res required by paragraph A240.e.(2) of
SFAS 123R.

Digital Realty Trust, Inc.
Page 2 of 2

Schedule 14A

2008 Long-Term Incentive Units Awards, page 18
2. We note your response to comment 4 of our letter dated February 3, 2009.  In
response to our comment, you confirmed that you would disclose the individual
performance goals and other factors take n into account in awarding long-term
incentive awards.  However, we could not lo cate this disclosure.  Please tell us the
specific individual goals and other fact ors that the Compensation Committee
applied in awarding long-term incentiv e units for 2008.  Provide a similar
explanation with respect to  stock option grants, as noted in comment 9 of our
letter dated December 8, 2008.  Please also  confirm that you will provide similar
disclosure in your future filings.
3. We note your response to comment 1 of our letter dated March 17, 2009.  Please
tell us how you determine the number of co mmon units distributed to each partner
upon their contribution of property to the operating partnership.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your responses to our comments.
  You may contact Jorge L. Bonilla at (202) 551-3414 or me at (202) 551-3413 if
you have questions regarding comments on the financial statements and related matters.
Please contact Stacie Gorman at ( 202) 551-3585 with any other questions.

                                                                                   Sincerely,                                                                                                                                                                                                                                                                          Cicely LaMothe                                                                                   Branch Chief

CORRESP
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Correspondence

 May 4, 2009

 VIA
EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Attention:
Karen J. Garnett

Cicely LaMothe

Re:
Digital Realty Trust, Inc.

Schedule 14A

Filed April 4, 2008

Form 10-K for the year ended December 31, 2008

File No. 001-32336

 Dear Ms. Garnett and Ms. LaMothe:

 This letter sets forth the responses of Digital Realty Trust, Inc. (the “Company”) to the comments received by
facsimile on March 17, 2009 from the staff (the “Staff”) of the Division of Corporate Finance of the United States Securities and Exchange Commission regarding the Company’s definitive proxy statement filed on
April 4, 2008 (the “Schedule 14A”) and to the comments received by facsimile on April 7, 2009 from the Staff regarding the Company’s annual report on Form 10-K for the year ended December 31, 2008 (the
“Form 10-K”).

 For ease of review, we have set forth below each of the Staff’s comments and the
Company’s responses thereto.

 Schedule 14A

 2007 Long-Term Incentive Units Awards, page 20

1.
We note your response to comment 5 of our letter dated February 3, 2009; however, your description of the circumstances under which the long-term incentive units will
achieve full parity still is not clear. Please provide a further response that addresses the following:

a.
Explain how you will determine the “capital account balance attributable to an equivalent number of common units.” It appears that the same number of common units could
have different account balances depending on when the units were purchased and the amount of adjustments for income gain, loss and deduction since the date of purchase.

b.
It appears that all holders of long-term incentive units would achieve parity immediately upon any sale or hypothetical sale of assets. If so, please confirm that you will revise
the disclosure to clarify this point. Also, please explain what you mean by the phrase “hypothetical sale of assets.”

c.
We note that the disclosure on page 20 states that there are circumstances under which the long-term incentive units will not achieve full parity with the common units. Please
describe these circumstances.

 Response: The circumstances under which long-term incentive units may achieve parity with common
units are described below. The Company included this description on page 19 of the Company’s definitive proxy statement filed on April 6, 2009, and will include similar disclosure in future filings:

 In order to achieve full parity with common units, long-term incentive units must be fully vested and the holder’s capital account
balance in respect of such long-term incentive units must be equal to the capital account balance of a holder of an equivalent number of common units. (The capital account balance attributable to each common unit is generally expected to be the
same, in part because of the amount credited to a partner’s capital account upon their contribution of property to the operating partnership, and in part because the partnership agreement provides, in most cases, that allocations of income,
gain, loss and deduction (which will adjust the partners’ capital accounts) are to be made to the common units on a proportionate basis. As a result, with respect to a number of long-term incentive units, it is possible to determine the capital
account balance of an equivalent number of common units by multiplying the number of long-term incentive units by the capital account balance with respect to a common unit.)

 A partner’s initial capital account balance is equal to the amount the partner paid (or contributed to the operating partnership) for
its units and is subject to subsequent adjustments, including with respect to the partner’s share of income, gain or loss of the operating partnership. Because a holder of long-term incentive units generally will not pay for the long-term
incentive units, the initial capital account balance attributable to such long-term incentive units will be zero. However, the operating partnership is required to allocate income, gain, loss and deduction to the partners’ capital accounts in
accordance with the terms of the partnership agreement, subject to applicable Treasury Regulations. The partnership agreement provides that holders of long-term incentive units will receive special allocations of gain in the event of a sale or
“hypothetical sale” of assets of our operating partnership prior to the allocation of gain to the Company or other limited partners with respect to their common units. The amount of such allocation will, to the extent of any such gain, be
equal to the difference between the capital account balance of a holder of long-term incentive units attributable to such units and the capital account balance attributable to an equivalent number of common units. If and when such gain allocation is
fully made, a holder of long-term incentive units will have achieved full parity with holders of common units. To the extent that, upon an actual sale or a “hypothetical sale” of the operating partnership’s assets as described above,
there is not sufficient gain to allocate to a holder’s capital account with respect to long-term incentive units, or if such sale or “hypothetical sale” does not occur, such units will not achieve parity with common units.

The term “hypothetical sale” refers to circumstances that are not actual sales of the Company’s assets but that require
certain adjustments to the value of the operating partnership’s assets and the partners’ capital account balances. Specifically, the partnership agreement provides that, from time to time, in accordance with applicable Treasury
Regulations, the operating partnership will adjust the value of its assets to equal their respective fair market values, and adjust the partners’ capital accounts, in accordance with the terms of the partnership agreement, as if the operating
partnership sold its assets for an

amount equal to their value. Times for making such adjustments generally include the liquidation of the operating partnership, the acquisition of an
additional interest in the operating partnership by a new or existing partner in exchange for more than a de minimis capital contribution, the distribution by the operating partnership to a partner of more than a de minimis amount of partnership
property as consideration for an interest in the operating partnership, in connection with the grant of an interest in the operating partnership (other than a de minimis interest) as consideration for the performance of services to or for the
benefit of the operating partnership (including the grant of a long-term incentive unit), and at such other times as may be desirable or required to comply with the Treasury Regulations.

 Form 10-K

 Note 10. Incentive Plan, page 98

1.
Please refer also to note 2(m). We noted that you use the Black-Scholes option-pricing model for your stock option grants. Please explain to us, and disclose in futures filings,
the method used to measure the fair value of the share-based compensation awards with performance conditions under your Class C Unit awards, including a description of the significant assumptions used to measure the fair value of these awards.

 Response: The method the Company uses to measure the fair value of its Class C Unit awards is explained below. The
Company will include this explanation after the first sentence of the last paragraph in note 10(b) to the consolidated financial statements in future filings:

 The fair value of the Class C Units granted under the 2004 Incentive Award Plan is measured on the grant date using a Monte Carlo
simulation to estimate the probability of the market vesting conditions being satisfied. The Monte Carlo simulation used a statistical formula underlying the Black-Scholes and binomial formulas and such simulation was run approximately 100,000
times. For each simulation, the payoff is calculated at the settlement date, which is then discounted to the grant date at a risk-free interest rate. The average of the values over all simulations is the expected value of the Class C Units on the
grant date. Assumptions used in the valuations included factors associated with the underlying performance of the Company’s stock price and total shareholder return over the term of the performance awards including total stock return
volatility, dividend growth rates and risk-free interest rates. The valuation was performed in a risk-neutral framework, so no assumption was made with respect to an equity risk premium.

 * * *

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 * * *

 Please do not hesitate to contact me by telephone at (415) 738-6516 or by fax at (415) 738-6521 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Joshua A. Mills

Joshua A. Mills

General Counsel and Assistant Secretary

cc:
Julian T. Kleindorfer, Latham & Watkins LLP

Keith Benson, Latham & Watkins LLP

Mail Stop 4561                                                                                             April 7, 2009   VIA USMAIL and FAX (415) 738 - 6501  Mr. A. William Stein, Chief Financial Officer Digital Realty Trust, Inc. 560 Mission Street, Suite 2900 San Francisco, CA    94105    RE: Digital Realty Trust, Inc .
            File No.  001-32336  Form 10-K for the year ended December 31, 2008

Dear Mr. Stein:
We have reviewed your filing and have the following comments.  In our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.  After reviewing this information, we may raise additional comments. Please be as detailed as necessary in your explanation.     Please understand that the purpose of our re view 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.

Form 10-K for the year ended December 31, 2008

Note 10. Incentive Plan, page 98

1. Please refer also to note 2(m). We no ted that you use the Black-Scholes option-
pricing model for your stock option grants. Please explain to us, and disclose in
futures filings, the method used to meas ure the fair value of the share-based
compensation awards with performance conditions under your Class C Unit awards, including a descripti on of the significant assumptions used to measure the
fair value of these awards.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your responses to our comments.

Digital Realty Trust, Inc.
Page 2 of 2

  We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jorge L. Bonilla at (202) 551-3414 or me at (202) 551-3413 if
you have questions regarding comments on the financial statements and related matters.
Please contact Stacie Gorman at ( 202) 551-3585 with any other questions.

                                                                                   Sincerely,                                                                                                                                                                                                                                                                          Cicely LaMothe                                                                                   Branch Chief

Mail Stop 4561

  March 17, 2009   A. William Stein Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. 560 Mission Street Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, Inc.
 Form 10-K for the year ended December 31, 2007
Response Letter submitted March 9, 2009  Schedule 14A  Filed April 4, 2008
 File No. 001-32336

Dear Mr. Stein:
 We have reviewed your filings and have the following comments.  Unless
otherwise indicated in the comment, please pr ovide the requested disclosure in future
filings and tell us how you plan to compl y.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  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 re view 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.

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. March 17, 2009 Page 2
Schedule 14A

2007 Long-Term Incentive Units Awards, page 20

1. We note your response to comment 5 of  our letter dated February 3, 2009;
however, your description of the circ umstances under which the long-term
incentive units will achieve full parity stil l is not clear.  Pl ease provide a further
response that addresses the following:
a. Explain how you will determine the “cap ital account balance attributable
to an equivalent number of common un its.”  It appears that the same
number of common units could have di fferent account balances depending
on when the units were purchased a nd the amount of adjustments for
income, gain, loss and deduction since the date of purchase.

b. It appears that all hol ders of long-term incen tive units would achieve
parity immediately upon any sale or hypothetical sale of assets.  If so,
please confirm that you will revise the disclosure to clarify this point.
Also, please explain what you mean by the phrase “hypothetical sale of
assets.”

c. We note that the disclosure on page 20  states that there are circumstances
under which the long-term incentive units will not achieve full parity with
the common units.  Please describe these circumstances.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. March 17, 2009 Page 3   In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Stacie Gorman at ( 202) 551-3585 or me at (202) 551-3785 with
any other questions.
Sincerely,
    Karen J. Garnett
Assistant Director

CORRESP
1
filename1.htm

Securities and Exchange Commission Letter

 March 9, 2009

 VIA
EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Karen J. Garnett

Re:
Digital Realty Trust, Inc.

Form 10-K

Filed February 29, 2008

Schedule 14A

Filed April 4 2008

File No. 001-32336

 Dear Ms. Garnett:

 This letter sets forth the responses of Digital Realty Trust, Inc. (the “Company”) to the additional comments received by
facsimile on February 3, 2009 from the staff (the “Staff”) of the Division of Corporate Finance of the United States Securities and Exchange Commission regarding the Company’s annual report on Form 10-K for the year
ending December 31, 2007 (the “Form 10-K”) and the Company’s definitive proxy statement filed on April 4, 2008 (the “Proxy Statement”).

 In addition, under the heading “2008 Form 10-K” below, we indicate the manner in which the Company’s annual report on Form 10-K for the
year ended December 31, 2008, filed on March 2, 2009 (the “2008 Form 10-K”), addresses applicable comments received by facsimile from the Staff on December 8, 2008.

 For ease of review, we have set forth below each of the numbered comments of the Staff’s letters dated December 8, 2008 and February 3,
2009, as applicable, and the Company’s responses thereto.

A.
2008 Form 10-K

Item 2.
Properties, page 28

1.
Please revise to identify the properties that are not held in fee and the properties that are subject to any major encumbrance. Briefly describe how the properties are held and
disclose the material terms of any encumbrance. Refer to Item 102 of Regulation S-K.

 Response: The disclosure
under the heading “Properties—Our Portfolio” on page 28 of the 2008 Form 10-K states that all properties are held in fee except as otherwise indicated and includes a reference to note 6 to the Company’s consolidated financial
statements included in Part II of the 2008 Form 10-K for a description of all applicable encumbrances as of December 31, 2008. Notes (7), (8) and (10) through (12) to the tabular presentation of the Company’s properties
beginning on page 29 of the 2008 Form 10-K state that the applicable properties are subject to leases and disclose the years in which the leases expire. Note 6 to the Company’s consolidated financial statements beginning on page 88 of the
2008 Form 10-K describes all major encumbrances for each property.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 40

2.
Refer to the discussion of distributions at the top of page 56. Please also disclose the source of funds used to pay distributions and clarify why some distributions are
classified as ordinary income and some distributions are classified as a return of capital.

 Response: The
disclosure under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Dividends and Distributions” on page 58 of the 2008 Form 10-K states:

 Distributions out of our current or accumulated earnings and profits are generally classified as ordinary income whereas distributions in
excess of our current and accumulated earnings and profits, to the extent of a stockholder’s U.S. federal income tax basis in our stock, are generally classified as a return of capital. Distributions in excess of a stockholder’s U.S.
federal income tax basis in our stock are generally characterized as capital gain. Cash provided by operating activities has been sufficient to fund all distributions.

 Exhibits

3.
Please tell us why you have not included the employment agreements with Mr. Crosby and Mr. Peterson in accordance with Item 601(b)(10)(iii) of Regulation S-K.

 Response: Mr. Crosby’s employment agreement and the form of the first amendment thereto are listed as
exhibits 10.43 and 10.44, respectively, under Item 15 on page 118 of the 2008 Form 10-K. Mr. Peterson’s amended and restated employment agreement is listed as exhibit 10.45.

B.
Responses to Comments received February 3, 2009

 Form 10-K

 Distributions, page 54

1.
We note your response to prior comment 2. Please confirm that in future filings you will specifically disclose the dollar amount of distributions paid from borrowings and any
other sources other than cash flows from operations.

 Response: The Company confirms that, to the extent that cash
from operations is not sufficient to cover dividends and other distributions, the Company will disclose in future filings the source and amount of funds used to pay such dividends or other distributions. The Company notes that, as described above,
the disclosure on page 58 of the 2008 Form 10-K states that cash provided by operating activities has been sufficient to fund all distributions.

 Schedule 14A

 Executive Compensation, page 15

 Peer Group Review, page 16

2.
We note your response to comment 7 of our letter. To the extent that a comparison to peer group compensation was material to a compensation award, please disclose how the
compensation award compared to the peer group. For example, we note disclosure on page 19, which indicates that the committee decided to increase Mr. Stein’s total base salary and annual incentive bonus target after considering those
amounts relative to the peer group as well as Mr. Stein’s overall performance.

 Response: The Company
confirms that in future filings the Company will indicate how compensation awards compared to the peer group where such a comparison is material to the determination of the compensation award.

 Annual Incentive Bonuses, page 18

3.
We note your response to comment 8 of our letter. Please confirm that you will disclose the individual performance goals and other factors taken into account in determining the
annual incentive bonus for each officer.

 Response: The Company confirms that in future filings the Company will
disclose the specific corporate and individual performance objectives taken into account in determining the annual incentive bonus for each officer, except where the disclosure of such objectives could cause the Company competitive harm or such
targets are not material to an understanding of the Company’s compensation policies and programs. In the event that specific corporate or individual performance targets are not disclosed, in accordance with Instruction 4 to Item 402(b) of
Regulation S-K, the Company will disclose how difficult it will be for the executives, or how likely it will be for the Company, to achieve the undisclosed performance targets. The Company respectfully submits that it included such disclosure in the
Proxy Statement on pages 18 and 19 with respect to 2007 incentive bonuses for each officer.

 2007 Long-Term Incentive Units Awards, page 20

4.
We note your response to comment 9 of our letter. Please confirm that you will disclose the individual performance goals and other factors taken into account in determining the
long-term incentive award for each officer.

 Response: The Company confirms that in future filings the Company will
disclose the specific corporate and individual performance objectives taken into account in determining the long-term incentive award for each officer, except where the disclosure of such objectives could cause the Company competitive harm or such
targets are not material to an understanding of the Company’s compensation policies and programs. In the event that specific corporate or individual performance targets are not disclosed, in accordance with Instruction 4 to Item 402(b) of
Regulation S-K, the Company will disclose how difficult it will be for the executives, or how likely it will be for the Company, to achieve the undisclosed performance targets.

5.
We note your response to comment 10 of our letter. Please clarify the conditions necessary for the long-term incentive units to vest. In addition, please explain in more detail
how the units will receive full parity with the common units. Currently, it is not clear how you would measure the capital account balance of a common unit holder or how you would determine special allocations of income and gain with respect to the
long-term incentive units.

 Response: The Company respectfully submits that the disclosure on page 21 of the Proxy
Statement indicates that, except for accelerated vesting in the event of a change in control of the Company, long-term incentive units awarded in 2007 vest over five years, with 20% vesting after the first year and an additional 1/60th of such
long-term incentive units vesting each month thereafter.

 In addition, the Company confirms that in future filings the Company will revise the disclosure to
describe in more detail how the long-term incentive units achieve full parity with the common units, including how the operating partnership measures the capital account balance attributable to a unit and how it would determine the amount of special
allocations of gain to be made with respect to the long-term incentive units. The operating partnership is required to allocate income, gain, loss and deduction to the partners’ capital accounts in accordance with the terms of the partnership
agreement, subject to applicable Treasury regulations. The partners’ capital account balances generally are reflected on the operating partnership’s books and records, as adjusted from time to time. A partner’s initial capital account
balance is equal to the amount the partner paid (or contributed to the operating partnership) for its units and is subject to subsequent adjustments, including with respect to the partner’s share of income, gain or loss of the operating
partnership. Because a holder of long-term incentive units generally will not pay for the long-term incentive units, the initial capital account balance attributable to such long-term incentive units will be zero. The partnership agreement provides
that holders of long-term incentive units will receive special allocations of gain in the event of a sale or hypothetical sale of assets of our operating partnership prior to the allocation of gain to the Company or other limited partners with
respect to their common units. The amount of such allocation will, to the extent of any such gain, be equal to the difference between the capital account balance of a holder of long-term incentive units attributable to such units and the capital
account balance attributable to an equivalent number of common units, as reflected on the operating partnership’s books and records. If and when such gain allocation is fully made, a holder of long-term incentive units will have achieved
“parity” with holders of common units.

 * * *

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 * * *

 Please do not hesitate to contact me by telephone at (415) 738-6516 or by fax at (415) 738-6521 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Joshua A. Mills

Joshua A. Mills

General Counsel and Assistant Secretary

cc:
Julian T. Kleindorfer, Latham & Watkins LLP

Keith Benson, Latham & Watkins LLP

Mail Stop 4561

  February 3, 2009  A. William Stein Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. 560 Mission Street Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, Inc.
 Form 10-K for the year ended December 31, 2007
Response Letter submitted January 12, 2009  Schedule 14A  Filed April 4, 2008
 File No. 001-32336

Dear Mr. Stein:
 We have reviewed your filings and have the following comments.  Unless
otherwise indicated in the comment, please pr ovide the requested disclosure in future
filings and tell us how you plan to compl y.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  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 re view 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.

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. February 3, 2009 Page 2
Form 10-K

Distributions, page 54
 1. We note your response to prior comment 2.  Please confirm that in future filings
you will specifically disclose the dolla r amount of distributions paid from
borrowings and any other source other than cash flows from operations.

Schedule 14A

Executive Compensation, page 15
 Peer Group Review, page 16

 2. We note your response to comment 7 of our letter.  To the extent that a
comparison to peer group compensation was material to a compensation award,
please disclose how the compensation award compared to the peer group.  For example, we note disclosure on page 19, which indicates that the committee decided to increase Mr. Stein’s total base  salary and annual in centive bonus target
after considering those amount s relative to the peer gr oup as well as Mr. Stein’s
overall performance.
 Annual Incentive Bonuses, page 18

 3. We note your response to comment 8 of our letter.  Please confirm that you will
disclose the individual performance goals and other factors taken into account in
determining the annual incentive bonus for each officer.
 2007 Long-Term Incentive Units Awards, page 20

 4. We note your response to comment 9 of our letter.  Please confirm that you will
disclose the individual performance goals and other factors taken into account in
determining the long-term incen tive award for each officer.
 5. We note your response to comment 10 of our letter.  Please clarify the conditions
necessary for the long-term incentive units to  vest.  In addition, please explain in
more detail how the units will receiv e full parity with the common units.
Currently, it is not clear how you would measure the capital a ccount balance of a
common unit holder or how you would determ ine special allocations of income
and gain with respect to the long-term incentive units.

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. February 3, 2009 Page 3
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Stacie Gorman at ( 202) 551-3585 or me at (202) 551-3785 with
any other questions.
Sincerely,
    Karen J. Garnett
Assistant Director

Mail Stop 4561         December 8, 2008  A. William Stein Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. 560 Mission Street Suite 2900 San Francisco, CA 94105

Re: Digital Realty Trust, Inc.
 Form 10-K
Filed February 29, 2008  Schedule 14A  Filed April 4, 2008
 File No. 001-32336

Dear Mr. Stein:
 We have reviewed your filing and have the following comments.  Unless
otherwise indicated in the comment, please pr ovide the requested disclosure in future
filings and tell us how you plan to comp ly. If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  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 re view 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.
 Comments on Form 10-K

 Item 2.  Properties, page 28

 1. Please revise to identify the properties that  are not held in fee and the properties
that are subject to any major encumbrance.   Briefly describe how the properties
are held and disclose the material terms of any encumbrance.  Refer to Item 102
of Regulation S-K.

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. December 8, 2008 Page 2

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 40
 2. Refer to the discussion of distributions at the top of page 56.  Pl ease also disclose
the source of funds used to pay distribu tions and clarify why some distributions
are classified as ordinary income and some  distributions are classified as a return
of capital.
 Exhibits

 3. Please tell us why you have not include d the employment agreements with Mr.
Crosby and Mr. Peterson in accordance with  Item 601(b)(10)(iii) of Regulation S-
K.

4. We note that the exhibit index does not in clude the related party agreements with
CB Richard Ellis, tel(x) Group, and Linc Facility Services.  Please tell us why you
do not believe these agreements are require d to be included in accordance with
Item 601(b)(10)(ii)(A) of Regulation S-K.
 Comments on Schedule 14A

 Item 1. Election of Directors, page 3

5. Please ensure that you have described the experience of each officer and director
for the past five years in accordance w ith Item 401 of Regulation S-K.  For
example, we note that for Mr. Chapma n you describe his experience through the
year 2000 but do not provide informati on regarding his experience from 2000
through 2008.
  Principal Stockholders, page 13

 6. We note your disclosure in footnotes 6 through 10 that you have excluded the
Class C Units held by your executive offi cers.  Please tell us why the Class C
Units are not included in the table on page 13 and include this disclosure in future
filings.

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. December 8, 2008 Page 3

Executive Compensation, page 15

 Peer Group Review, page 16

 7. We note that you target compensation levels  against the fiftieth percentile of your
peer group.  For each named executive officer, to the extent you awarded
compensation outside of the targeted pa rameters, please identify the officer and
tell us why you awarded compensation to th e officer at a level that was above or
below the targeted parameter.

Annual Incentive Bonuses, page 18

 8. The last paragraph under this heading states that the Committee awarded each
executive officer, other than Mr. St ein, the maximum bonus for 2007.  Please
revise to disclose the target a nd maximum bonus amounts for each NEO and
discuss how you determined those amount s.  For example, if bonus target
amounts are set as a percentage of base sa lary, please state the percentage of base
salary that applies to each NEO and how you determined that the percentage was
an appropriate target.
 2007 Long-Term Incentive Units Awards, page 20

9. Please disclose the Compensation Comm ittee’s basis for approving awards of
long-term incentive profits interest units  to your named executive offices in 2007.
Provide similar disclosure with resp ect to stock options granted in 2007.

10. Please disclose the specific events that must take place in order for the long-term
incentive units to achieve full parity with common units.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are

A. William Stein
Chief Financial Officer and Chief Investment Officer
Digital Realty Trust, Inc. December 8, 2008 Page 4

responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Stacie Gorman at ( 202) 551-3585 or me at (202) 551-3785 with
any other questions.

Sincerely,
   Karen J. Garnett
Assistant Director

CORRESP
1
filename1.htm

Correspondence

 January 12, 2009

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Karen J. Garnett

Re:
Digital Realty Trust, Inc.

Form 10-K

Filed February 29, 2008

Schedule 14A

Filed April 4, 2008

File No. 001-32336

 Dear Ms. Garnett:

 This letter sets forth the responses of Digital Realty Trust, Inc. (the “Company”) to the comments received by facsimile on
December 8, 2008 from the staff (the “Staff”) of the Division of Corporate Finance of the United States Securities and Exchange Commission regarding the Company’s annual report on Form 10-K for the year ending
December 31, 2007 (the “Form 10-K”) and the Company’s definitive proxy statement filed on April 4, 2008 (the “Proxy Statement”).

 For ease of review, we have set forth below each of the numbered comments of the Staff’s letter and the Company’s responses thereto.

 Form 10-K

Item 2.
Properties, page 28

1.
Please revise to identify the properties that are not held in fee and the properties that are subject to any major encumbrance. Briefly describe how the properties are held and
disclose the material terms of any encumbrance. Refer to Item 102 of Regulation S-K.

 Response: The Company
respectfully submits that footnotes 7, 8 and 10 through 12 to the tabular presentation of the Company’s portfolio of properties beginning on page 29 of the Form 10-K indicate that the referenced properties are not held in fee. In addition, Note
6 to the Company’s consolidated financial statements beginning on page 84 of the Form 10-K describes the material terms of all encumbrances. In future filings the Company will clarify the disclosure in Item 2 to indicate that all
properties are held in fee except as otherwise indicated and will provide a reference to Note 6 to the Company’s consolidated financial statements for each encumbered property.

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 40

2.
Refer to the discussion of distributions at the top of page 56. Please also disclose the source of funds used to pay distributions and clarify why some distributions are
classified as ordinary income and some distributions are classified as a return of capital.

 Response: The Company respectfully submits that in future filings the Company will include
disclosure indicating that distributions in excess of cash flow from operating activities are funded by borrowings under the Company’s revolving credit facility. In addition, the Company will include disclosure indicating that distributions out
of the Company’s current or accumulated earnings and profits are generally classified as ordinary income whereas distributions in excess of the Company’s current and accumulated earnings and profits are generally classified as a return of
capital.

 Exhibits

3.
Please tell us why you have not included the employment agreements with Mr. Crosby and Mr. Peterson in accordance with Item 601(b)(10)(iii) of Regulation S-K.

 Response: The Company respectfully submits that the employment agreements with Mr. Crosby and Mr. Peterson
were inadvertently excluded from the exhibit index to the Form 10-K. However, the material terms of these employment agreements continued to be disclosed in the Proxy Statement and incorporated by reference in the Form 10-K, and such agreements were
previously filed and remain available on EDGAR. In addition, a new employment agreement with Mr. Crosby was disclosed in, and filed as an exhibit to, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30,
2008, filed on November 10, 2008. The Company amended each named executive officer’s employment agreement in December 2008 in order to comply with certain technical requirements of Section 409A of the Internal Revenue Code. The
Company will file each such amended employment agreement as an exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2008, and will include all employment agreements with named executive officers in the
exhibit index to future annual reports on Form 10-K.

4.
We note that the exhibit index does not include the related party agreements with CB Richard Ellis, tel(x) Group, and Linc Facility Services. Please tell us why you do not
believe these agreements are required to be included in accordance with Item 601(b)(10)(ii)(A) of Regulation S-K.

 Response: The Company respectfully submits that the related party agreements with CB Richard Ellis, tel(x) and Linc Facility Services are contracts such as ordinarily accompany the kind of business conducted by the Company and its
subsidiaries and that no directors, officers, promoters, voting trustees, or security holders named in the report are parties to these agreements. Therefore Item 601(b)(10)(ii)(A) of Regulation S-K does not apply to these agreements. Summaries
of these agreements were included in the Proxy Statement and the notes to the financial statements in the Form 10-K in order to provide full disclosure of all relationships between the Company and third parties in which any director or executive
officer has a direct or indirect interest, regardless of materiality. In addition, the agreements with CB Richard Ellis and Linc Facility Services are not required to be filed pursuant to the exception for contracts that are “immaterial in
amount or significance” set forth in clause (ii) of Item 601(b)(10) of Regulation S-K. During 2007, the Company paid a total of $2.3 million pursuant to agreements with CB Richard Ellis and a total of $0.6 million pursuant to
agreements with Linc Facility Services. As of December 31, 2007, all agreements with Linc Facility Services were expired and CB Richard Ellis was no longer a related party.

 Comments on Schedule 14A

Item 1.
Election of Directors, page 3

5.
Please ensure that you have described the experience of each officer and director for the past five years in accordance with Item 401 of Regulation S-K. For example, we note
that for Mr. Chapman you describe his experience through the year 2000 but do not provide information regarding his experience from 2000 through 2008.

 Response: The Company respectfully submits that the Company has disclosed the experience of each
officer and director for the past five years. In future filings the Company will clarify that Mr. Chapman retired in 2000, Mr. Singleton retired in 2001 and Ms. Ernst retired in 2002.

 Principal Stockholders, page 13

6.
We note your disclosure in footnotes 6 through 10 that you have excluded the Class C Units held by your executive officers. Please tell us why the Class C Units are not included
in the table on page 13 and include this disclosure in future filings.

 Response: The Company respectfully submits
that, as described under the heading “Executive Compensation – Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Award Table” beginning on page 26 of the Proxy Statement, each award of Class C Units is
subject to a performance-based vesting condition measured by cumulative annual total stockholder return, assuming the reinvestment of all dividends, from the grant date to the applicable measurement date. Consequently, the number of Class C Units
subject to each award that will satisfy the performance-based vesting condition is not known prior to the applicable measurement date. In addition, the actual number of Class C Units that vest, assuming satisfaction of the performance condition, is
based on the Company’s share price for a period leading up to the measurement date. Because the number of Class C Units that vest is based on a future share price and may be less (potentially, substantially less) than the total number of Class
C Units subject to an award, the Company believes that it would be misleading to include all Class C Units subject to an award in the calculation of the beneficial ownership table. The Company will include all Class C Units that have satisfied the
performance-based vesting condition in the calculation of beneficial ownership in future filings.

 Executive Compensation, page 15

 Peer Group Review, page 16

7.
We note that you target compensation levels against the fiftieth percentile of your peer group. For each named executive officer, to the extent you awarded compensation outside
of the targeted parameters, please identify the officer and tell us why you awarded compensation to the officer at a level that was above or below the targeted parameter.

 Response: The Company respectfully submits that in future filings the Company will clarify that the Company does not target compensation levels
against the fiftieth percentile of its peer group. Rather, the Company reviews compensation levels against the fiftieth percentile of the peer group but sets each named executive officer’s actual compensation on the basis of several factors,
including the executive officer’s experience level and tenure with the Company, the executive officer’s positions and functional responsibilities within the Company, the executive officer’s individual performance and the
Company’s annual and long-term performance.

 Annual Incentive Bonuses, page 18

8.
The last paragraph under this heading states that the Committee awarded each executive officer, other than Mr. Stein, the maximum bonus for 2007. Please revise to disclose
describe the target and maximum bonus amounts for each NEO and discuss how you determined those amounts. For example, if bonus target amounts are set as a percentage of base salary, please state the percentage of base salary that applies to each NEO
and how you determined that the percentage was an appropriate target.

 Response: The Company respectfully submits that, as indicated in the text on page 18 of the Proxy
Statement, the target and maximum bonus amounts for each named executive officer for 2007 are set forth under the heading “Executive Compensation – Grants of Plan-Based Awards” on page 25 of the Proxy Statement. In addition, target
and maximum bonus amounts for 2008 are set forth as a percentage of base salary under the heading “Executive Compensation – 2008 Salary and Bonus Targets” on page 34 of the Proxy Statement. For 2007, target and maximum bonus amounts
were also set as a percentage of base salary, and in future filings the Company will revise the disclosure to indicate the manner in which target and maximum bonus amounts for the year to which the proxy statement relates were determined. The
Company will also disclose that in 2008 the Company entered into new employment agreements with certain of its named executive officers that specify target and maximum annual bonuses. The revised disclosure will indicate that in negotiating these
provisions, and in determining target and maximum bonuses where these are not specified in employment agreements, the Compensation Committee considers, among other factors, each officer’s base salary and total compensation package, each
officer’s roles and responsibilities within the Company, each officer’s performance and achievement of the individual goals established for such officer, any significant accomplishments of the officer, the Company’s financial and
operating performance, and the competitive market data applicable to each officer’s position and functional responsibilities.

 2007 Long-Term
Incentive Units Awards, page 20

9.
Please disclose the Compensation Committee’s basis for approving awards of long-term incentive profits interest units to your named executive offices in 2007. Provide
similar disclosure with respect to stock options granted in 2007.

 Response: The Company respectfully submits that
in future filings the Company will revise the disclosure to indicate that the Compensation Committee approves grants of long-term incentive units and stock options based on, among other factors, each officer’s total compensation package, each
officer’s roles and responsibilities within the Company, each officer’s performance and achievement of the individual goals established for such officer, any significant accomplishments of the officer, the Company’s financial and
operating performance, and the competitive market data applicable to each officer’s position and functional responsibilities.

10.
Please disclose the specific events that must take place in order for the long-term incentive units to achieve full parity with common units.

 Response: The Company respectfully submits that in future filings the Company will revise the disclosure to indicate that a holder’s long-term
incentive units achieve full parity with common units when such units vest and the holder’s capital account balance in respect of such long-term incentive units is equal to the capital account balance of a holder of an equivalent number of
common units. When long-term incentive units are issued, the holder of such units has a capital account balance of zero in respect of such units. However, a holder of long-term incentive units is entitled to special allocations of income and gain in
respect of such units that are intended to enable such units to achieve full parity with common units, provided that the operating partnership has sufficient income or gain.

 * * *

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 * * *

 Please do not hesitate to contact me by telephone at (415) 738-6516 or by fax at (415) 738-6521 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Joshua A. Mills

 Joshua A. Mills

 General Counsel and Assistant
Secretary

cc:
Julian T. Kleindorfer, Latham & Watkins LLP

Keith Benson, Latham & Watkins LLP

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      January 27, 2005

Mail Stop 0409

Michael F. Foust
Chief Executive Officer
Digital Realty Trust, Inc.
2730  Sand Hill Road, Suite 280
Menlo Park, California  94025

Re:	Digital Realty Trust, Inc.
      Amendment No. 1 to
      Registration Statement on Form S-11
      Filed January 26, 2005
      Registration No. 333-122099

Dear Mr. Foust:

      We have reviewed your response to our letter 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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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
filings.
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.

Legality Opinion

1. Please remove the assumption in opinion two as it eliminates an
important part of the opinion.

Tax Opinion

2. Please include an opinion that the REIT has operated in a
manner
that will enable it to meet the requirements for qualification and
taxation as a REIT under the Code.

*  *  *  *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please contact Michael McTiernan, Attorney-Advisor, at (202)
824-5445, or me at (202) 942-1766 with any other questions.

Sincerely,

Elaine Wolff
Branch Chief

cc:	Julian T.H. Kleindorfer (via facsimile)
	Latham & Watkins LLP

??

??

??

??

Digital Realty Trust, Inc.
Page 2

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Acceleration Request

 DIGITAL REALTY TRUST, INC.

 2730 Sand Hill Road, Suite 280

 Menlo Park, California 94025

 February 2, 2005

 VIA EDGAR TRANSMISSION AND FACSIMILE

 (202) 942-9635

 Elaine Wolff, Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

Re:

Digital Realty Trust, Inc.

 Registration Statement on Form
S-11 Filed on January 18, 2005 (File No. 333-122099)

 Dear Ms. Wolff:

 Pursuant to Rule 461 of Regulation C promulgated under the
Securities Act of 1933, as amended, Digital Realty Trust, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated to, and that such Registration Statement be
declared effective on, Thursday, February 3, 2005 at 4:00 p.m., Washington, D.C. time, or as soon thereafter as practicable, unless we or our outside counsel, Latham & Watkins LLP, request by telephone that such Registration Statement be
declared effective at some other time.

 The Company also
requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the series A preferred stock of the Company be declared effective concurrently with the above-captioned Registration Statement.

 Signature page follows

Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

/s/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial Officer and Chief
Investment Officer

cc:

Michael McTiernan, Esq. United States Securities and Exchange Commission

 Julian Kleindorfer, Latham & Watkins LLP

CORRESP
1
filename1.htm

SEC Letter

 CITIGROUP GLOBAL MARKETS INC.

 388 Greenwich Street, 32nd Floor

 New York, NY 10013

 February 2, 2005

 VIA
EDGAR AND FACSIMILE (202/942-9635)

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attn: Mr. Michael McTiernan

Re:
Digital Realty Trust, Inc.

 Registration Statement on Form
S-11

 Registration No. 333-122099

 Dear Mr. McTiernan:

 As one of the representatives of the underwriters of the above issue, we hereby join in the request of Digital Realty Trust, Inc. that the effective date
of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m. (New York City Time) on February 3, 2005, or as soon thereafter as practicable. The representatives of the underwriters are aware of their
obligations under the Securities Act of 1933, as amended.

Yours very truly,

 CITIGROUP GLOBAL MARKETS INC.

 UBS SECURITIES
LLC

By:

Citigroup Global Markets Inc.

By:

 /s/ John Todd

 Name: John Todd

 Title: Vice President

CORRESP
1
filename1.htm

Acceleration Request

 DIGITAL REALTY TRUST, INC.

 2730 Sand Hill Road, Suite 280

 Menlo Park, California 94025

 February 2, 2005

 VIA EDGAR TRANSMISSION AND FACSIMILE

 (202) 942-9635

 Elaine Wolff, Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

Re:

Digital Realty Trust, Inc.

 Registration Statement on S-11
Filed on January 18, 2005 (File No. 333-122099)

 Dear Ms. Wolff:

 In connection with our letter dated February 2, 2005 pursuant to which
Digital Realty Trust, Inc. (the “Company”) requested acceleration of the effectiveness of the above-captioned Registration Statement, the Company hereby acknowledges:

 1. should the Commission or the Staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 2. the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 3. the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or comments regarding the foregoing, please contact Julian Kleindorfer of
Latham & Watkins LLP at (213) 891-8371 or Keith Benson of Latham & Watkins LLP at (415) 646-8307.

Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

/s/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial Officer and Chief
Investment Officer

cc:

Michael McTiernan, Esq. United States Securities and Exchange Commission

 Julian Kleindorfer, Latham & Watkins LLP

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

October 25, 2004

Mail Stop 0409

Michael F. Foust
Chief Executive Officer
Digital Realty Trust, Inc.
2730  Sand Hill Road, Suite 280
Menlo Park, California  94025

Re:	Digital Realty Trust, Inc.
Amendments No. 2 and 3 to Registration Statement on
Form S-11 Filed October 13, 2004 and October 15, 2004, respectively
Registration No. 333-117865

Dear Mr. Foust:

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 supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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 on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

(All page references relate to Amendment No. 3.)

General

1. We note your response to our prior comment 2.  Please provide
supplemental support for the statement on page 73 that "[s]ince
inception, our predecessor has made selective acquisitions ... at
prices which are at or below the replacement cost." [emphasis added]
Prospectus Summary, page 1

Material Benefits to Related Parties, page 11

2. We note your new disclosure in the third bullet.  Please disclose
that the customary prorations relate to the apportionment of rents,
taxes, utilities and other operating costs.

Unsecured Credit Facility, page 13

3. Please supplementally provide us a copy of the credit facility
commitment.

Exhibits

4. Please supplementally describe the nature of the publications
containing the information for which consents have been filed as
exhibits 99.2-5 and 99.9.  In particular, please confirm that the
information is not derived from reports or opinions specifically
prepared for or at the request of the company.

*  *  *  *

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this request
at least two business days in advance of the requested effective
date.

	You may contact Jorge Bonilla at (202) 942-1993 or Robert
Littlepage, Assistant Chief Accountant, at (202) 942-1947 if you have
questions regarding comments on the financial statements and related
matters.  Please contact Michael McTiernan, Attorney-Advisor, at
(202) 824-5445, or me at (202) 942-1766 with any other questions.

Sincerely,

Elaine Wolff
Special Counsel

cc:	Martha B. Jordan (via facsimile)
	Julian T.H. Kleindorfer
	Keith Benson
Latham & Watkins LLP

Digital Realty Trust, Inc.
Page 3

</TEXT>
</DOCUMENT>

CORRESP
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Acceleration Request

 DIGITAL REALTY TRUST, INC.

 2730 Sand Hill Road, Suite 280

 Menlo Park, California 94025

 October 27, 2004

 VIA EDGAR TRANSMISSION AND FACSIMILE

 (202) 942-9635

 Elaine Wolff, Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

Re:

Digital Realty Trust, Inc.

 Registration Statement on Form
S-11 Filed on August 2, 2004 (File No. 333-117865)

 Dear Ms. Wolff:

 Pursuant to Rule 461 of Regulation C
promulgated under the Securities Act of 1933, as amended, Digital Realty Trust, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated to, and that such
Registration Statement be declared effective on, Thursday October 28, 2004 at 4:00 p.m., Washington, D.C. time, or as soon thereafter as practicable, unless we or our outside counsel, Latham & Watkins LLP, request by telephone that such
Registration Statement be declared effective at some other time.

 The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the common stock of the Company be declared effective concurrently with the above-captioned Registration
Statement.

Very truly yours,

DIGITAL REALTY TRUST, INC.

By:

/s/ Michael F. Foust

Name:

 Michael F. Foust

Title:

 Chief Executive Officer

cc:

Michael McTiernan, Esq. United States Securities and Exchange Commission

 Julian Kleindorfer, Latham & Watkins LLP

 CITIGROUP GLOBAL MARKETS INC.

 388 Greenwich Street, 32nd Floor

 New York, NY 10013

 October 27, 2004

 VIA EDGAR AND FACSIMILE (202/942-9635)

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attn: Mr. Michael McTiernan

Re:

Digital Realty Trust, Inc.

 Registration Statement on Form
S-11

 Registration No. 333-117865

 Dear Mr. McTiernan:

 As one of the representatives of the underwriters of the above issue, we hereby join in the request of Digital Realty Trust, Inc. that the effective date
of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m. (New York City Time) on October 28, 2004, or as soon thereafter as practicable. The representatives of the underwriters are aware of their
obligations under the Securities Act of 1933, as amended.

 Yours very truly,

 CITIGROUP GLOBAL MARKETS INC.

 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By:

Citigroup Global Markets Inc.

By:

/s/ DOUG SESLER

Name: Doug Sesler

Title: Managing Director

 DIGITAL REALTY TRUST, INC.

 2730 Sand Hill Road, Suite 280

 Menlo Park, California 94025

 October 27, 2004

 VIA EDGAR TRANSMISSION AND FACSIMILE

 (202) 942-9635

 Elaine Wolff, Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

Re:

Digital Realty Trust, Inc. (the “Company”)

 Registration Statement on Form S-11 Filed on August 2, 2004 (File No. 333-117865)

 Dear Ms. Wolff:

 In connection with our letter dated October 27, 2004 pursuant to which the Company requested acceleration of the effectiveness of the above-captioned
Registration Statement, the Company hereby acknowledges:

 1.
should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 2. the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and

 3. the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 If you have any
questions or comments regarding the foregoing, please contact Julian Kleindorfer of Latham & Watkins LLP at (213) 891-8371 or Keith Benson of Latham & Watkins LLP at (415) 646-8307.

Very truly yours,

Digital Realty Trust, Inc..

By:

/s/ Michael F. Foust

 Michael F. Foust

 Chief Executive Officer

cc:

Michael McTiernan, Esq. United States Securities and Exchange Commission

 Julian Kleindorfer, Latham & Watkins LLP