Mail Stop 4561

						October 5, 2005



Kenneth M. Woolley
Chairman and Chief Executive Officer
Extra Space Storage Inc.
2795 East Cottonwood Parkway, Suite 400
Salt Lake City, Utah  84121

Re:	Extra Space Storage Inc.
	Registration Statement on Form S-3
	Filed September 22, 2005
	File No. 333-128504


Dear Mr. Woolley:

      This is to advise you that we have conducted only a limited
review of your registration statement.  Based on that limited
review,
we have the following comments.

General

1. We note the issuance of the following securities:

* on April 6, 2005 ESS Statutory Trust I issued an aggregate of
$35
million of trust preferred securities;
* on May 24, 2005 ESS Statutory Trust II issued $41 million
aggregate
principal amount of fixed/floating rate preferred securities;
* on June 20, 2005 you entered into a definitive agreement to sell
6,200,000 shares of your common stock to certain new and
institutional investors pursuant to a private placement; and
* on July 27, 2005 Extra Storage Space LP and ESS Statutory Trust
III
completed the issuance and sale in a private placement of $40
million
aggregate principal amount of fixed/floating rate preferred
securities.

Please tell us which exemption you relied upon for the sale of
these
unregistered securities and provide a brief description of the
facts
that support your use of each exemption.

2. Please revise your prospectus to disclose any guarantees of the
preferred securities by you or your operating partnership.

3. We note your statement in the exhibit index on page II-2 that
you
will file your opinions by amendment or incorporate by reference
in
connection with the offering of securities.  Please confirm that
you
will file your opinions prior to going effective on this
registration
statement.


*  *  *  *

      As appropriate, please amend your filing 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.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, 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 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.

	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.


	If you have any questions, please call Jeffrey Shady at (202)
551-3471 or me at (202) 551-3780.

      Sincerely,



      Karen Garnett
      Assistant Director

cc:	Jay L. Bernstein, Esq. (via facsimile)
	Clifford Chance US  LLP
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Kenneth M. Woolley
Extra Space Storage Inc.
October 5, 2005
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