As filed with the Securities and Exchange Commission on May 24, 2002
                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           IRON MOUNTAIN INCORPORATED
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                           23-2588479
 (State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

                745 Atlantic Avenue, Boston, Massachusetts 02111
                                 (617) 535-4766
           (Address of Principal Executive Offices including zip code)

              Iron Mountain Incorporated 2002 Stock Incentive Plan
                            (Full Title of the Plan)

            C. Richard Reese                                 COPY TO:
        Chairman of The Board of                      William J. Curry, Esq.
  Directors and Chief Executive Officer              Sullivan & Worcester LLP
       Iron Mountain Incorporated                     One Post Office Square
           745 Atlantic Avenue                     Boston, Massachusetts 02109
       Boston, Massachusetts 02111                        (617) 338-2800
             (617) 535-4766
            (Name, Address and Telephone Number of Agent For Service)

If, as a result of stock splits,  stock dividends or similar  transactions,  the
number of securities  purported to be registered on this registration  statement
changes,  the  provisions of Rule 416 under the  Securities  and Exchange Act of
1933, as amended, shall apply to this registration statement.
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

==================================================================================================================
                                                      Proposed Maximum      Proposed Maximum
    Title of Each Class of          Amount to be     Offering Price Per    Aggregate Offering         Amount of
  Securities to be Registered        Registered            Unit(1)              Price(1)          Registration Fee
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                   <C>               <C>                      <C>

Common Stock, $0.01 par value        1,352,543             $31.88            43,119,070.84            $3,966.95
per share
------------------------------------------------------------------------------------------------------------------
<FN>
(1) The proposed  maximum  offering  price per share and the proposed  maximum  aggregate  offering price have been
estimated  solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c)
and 457(h)  under the  Securities  Act of 1933 on the basis of the average of the high and low prices of the Common
Stock on the New York Stock Exchange on May 22, 2002.
</FN>
</TABLE>
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan  Information;  Item 2.  Registrant  Information  and Employee  Plan
Annual Information.

         The documents  containing the information  required by these items will
be given to employees participating in the Iron Mountain Incorporated 2002 Stock
Incentive Plan (the "Plan") and are not required to be filed with the Securities
and Exchange  Commission as part of the registration  statement or as an exhibit
thereto.

         Employees  participating  in the Plan may  obtain a copy of the Plan or
the documents  incorporated  by reference in Item 3 of Part II below, at no cost
by writing or  telephoning  us at: 745 Atlantic  Avenue,  Boston,  Massachusetts
02111, (617) 535-4799,  Attention:  Investor Relations. These documents are also
incorporated by reference in the Section 10(a) prospectus.

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  additional  documents,  which  have  been  filed by the
Company with the  Securities and Exchange  Commission  (the  "Commission"),  are
incorporated by reference in and made a part of this registration  statement, as
of their respective dates:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 2001;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
         March 31, 2002;

         (c) The Company's  definitive  proxy  statement on Schedule 14A,  filed
         with the Commission on April 25, 2002; and

         (d) The  description  of the  Company's  common stock  contained in the
         registration  statement  on Form  8-A  dated  May 27,  1997  (File  No.
         1-13045),  including all amendments or reports filed for the purpose of
         updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be part  hereof  from the date of filing of such
documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
herein,  or in any subsequently  filed document which also is or is deemed to be
incorporated by reference,  modifies or supersedes such statement. Any statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this registration statement.

                                      -2-
<PAGE>

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Subchapter  D  (Sections  1741  through  1750)  of  Chapter  17 of  the
Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"), contains
provisions for mandatory and  discretionary  indemnification  of a corporation's
directors,  officers, employees and agents (collectively  "Representatives") and
related matters.

         Under Section 1741, subject to certain  limitations,  a corporation has
the power to  indemnify  directors,  officers  and other  Representatives  under
certain prescribed  circumstances  against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is a party or  threatened to be made party by reason of he or she or she being a
Representative  of the  corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other  enterprise,  if he or she  acted in good  faith and in a manner he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation  and,  with respect to any criminal  proceeding,  had no  reasonable
cause to believe his or her conduct was unlawful.  The termination of any action
or proceeding by judgment, order or settlement or conviction upon a plea of nolo
contendere shall not itself create a presumption that the Representative did not
act in good faith and in a manner he or she reasonably believes to be in, or not
opposed  to, the best  interests  of the  corporation,  and with  respect to any
criminal proceeding, has reasonable cause to believe that his or her conduct was
unlawful.

         Section 1742  provides for  indemnification  with respect to derivative
and  corporate  actions  similar  to that  provided  by Section  1741.  However,
indemnification  is not  provided  under  Section  1742 in respect of any claim,
issue or matter as to which a  Representative  has been adjudged to be liable to
the corporation  unless and only to the extent that the proper court  determines
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the  case,  a  Representative  is fairly  and  reasonably
entitled to indemnity for the expenses that the court deems proper.

         Section 1743 provides that  indemnification  against expenses  actually
and  reasonably  incurred is mandatory to the extent that a  Representative  has
been  successful  on the merits or  otherwise  in defense of any such  action or
proceeding referred to in Section 1741 or 1742.

         Section   1744   provides   that  unless   ordered  by  a  court,   any
indemnification  under Section 1741 or 1742 shall be made by the  corporation as
authorized in the specific case upon a determination  that  indemnification of a
Representative is proper because the Representative met the applicable  standard
of conduct,  and such  determination will be made by the board of directors by a
majority vote of a quorum of directors not parties to the action or  proceeding;
if a

                                      -3-
<PAGE>
quorum is not  obtainable  or is  obtainable  and a  majority  of  disinterested
directors so directs,  by independent legal counsel in a written opinion;  or by
the shareholders.

         Section 1745  provides that expenses  incurred by a  Representative  in
defending any action or proceeding  referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the  corporation in advance of the final  disposition of
such action or proceeding upon receipt of any undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation.

         Section 1746 provides  generally that, except in any case where the act
or failure to act giving rise to the claim for  indemnification is determined by
a  court  to  have  constituted   willful   misconduct  or   recklessness,   the
indemnification  and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL  shall not be  deemed  exclusive  of any other  rights to which a
Representative  seeking  indemnification  or  advancement  of  expenses  may  be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding that office.

         Section  1747 grants a  corporation  the power to purchase and maintain
insurance on behalf of any Representative  against any liability incurred by him
or her  in  his  or  her  capacity  as a  Representative,  whether  or  not  the
corporation  would have the power to indemnify him against that liability  under
Subchapter D of Chapter 17 of the PBCL.

         Section  1748 and 1749 apply the  indemnification  and  advancement  of
expenses  provisions  contained  in  Subchapter  D of  Chapter 17 of the PBCL to
successor corporations  resulting from consolidation,  merger or division and to
service as a representative of a corporation with respect to an employee benefit
plan.

         Section  7.2  of  the  Company's  bylaws  provides  indemnification  to
directors  and  officers  for all actions  taken by them and for all failures to
take action to the fullest  extent  permitted  by  Pennsylvania  law against all
expense,  liability  and  loss  reasonably  incurred  or  suffered  by  them  in
connection with any threatened,  pending or completed action, suit or proceeding
(including, without limitation, an action, suit or proceeding by or in the right
of the Company),  whether  civil,  criminal,  administrative,  investigative  or
through  arbitration.  Section 7.2 also  permits the  Company,  by action of its
board of directors,  to indemnify  officers,  employees and other persons to the
same extent as directors.  Amendments,  repeals or  modifications of Section 7.2
can only be  prospective  and such changes  require the unanimous vote of all of
the directors then serving or the affirmative  vote of the holders of a majority
of the outstanding  shares of stock of the Company entitled to vote in elections
of directors.  Section 7.2 further permits the Company to maintain insurance, at
its  expense,  for the  benefit  of any  person on behalf of whom  insurance  is
permitted  to be  purchased  by  Pennsylvania  law  against  any such  expenses,
liability or loss,  whether or not the Company would have the power to indemnify
such person against such expense,  liability or loss under Pennsylvania or other
law.

         Pursuant to a certain  employment  agreement,  dated  February 1, 2000,
between the Company and J. Peter Pierce,  a director of the Company,  Mr. Pierce
received specific  indemnification  rights. In addition to those rights he holds
generally as a director  pursuant to our

                                      -4-
<PAGE>
bylaws,  Mr.  Pierce  is  entitled  (i) to obtain  an  advance  of all costs and
expenses  incurred in connection with any proceeding  giving rise to a potential
indemnification  claim  within  twenty  (20) days of receipt by the Company of a
request for such amounts,  and (ii) to  indemnification  if in fact he meets the
applicable  standard  of conduct,  without  regard to any  determination  by the
Company (whether through the board, the shareholders,  independent legal counsel
or other party) regarding such conduct. Mr. Pierce's written consent,  which may
not be  unreasonably  withheld,  is  required  before the Company may settle any
proceeding or claim which would impose any penalty or limitation on Mr. Pierce.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION

         5.1      Opinion of Sullivan & Worcester LLP.*

         5.2      Opinion of Ballard Spahr Andrews & Ingersoll, LLP.*

         23.1     Consent of Sullivan & Worcester LLP  (contained in the opinion
                  of Sullivan & Worcester LLP filed herewith as Exhibit 5.1).

         23.2     Consent of Ballard Spahr Andrews & Ingersoll,  LLP  (contained
                  in the opinion of Ballard Spahr Andrews & Ingersoll, LLP filed
                  herewith as Exhibit 5.2).

         23.3     Consent of Arthur Andersen LLP (Iron Mountain Incorporated).*

         23.4     Consent of RSM Robson  Rhodes (Iron  Mountain  Europe  Limited
                  (f/k/a Britannia Data Management Limited)).*

         24       Powers of Attorney  (included  in the  signature  page to this
                  registration statement).

-----------

*        filed herewith

Item 9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1)   To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                                      -5-
<PAGE>
                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this registration statement.
                           Notwithstanding   the  foregoing,   any  increase  or
                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b)  under the  Securities  Act of 1933 if, in the
                           aggregate,  the changes in volume and price represent
                           no  more  than a 20  percent  change  in the  maximum
                           aggregate   offering   price   set   forth   in   the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement; and

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this registration statement or any material change to
                           such information in this registration statement;

         provided,  however, that subparagraphs  (a)(1)(i) and (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is  contained  in the periodic  reports
         filed with or furnished to the  Commission  by the Company  pursuant to
         Section  13 or  Section  15(d) of the  Exchange  Act of 1934,  that are
         incorporated by reference in this registration statement.

         (2)   That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

         (3)   To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

(b)      The  undersigned  registrant  hereby further  undertakes  that, for the
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the Company's annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act of 1934 (and, where applicable,  each
         filing of an employee  benefit plan's annual report pursuant to Section
         15(d) of the Exchange Act of 1934) that is incorporated by reference in
         this  registration  statement shall be deemed to be a new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the registrant  pursuant to the provisions  described  under
         Item 6 of this registration statement, or otherwise, the registrant has
         been advised that in the opinion of the Commission such indemnification
         is against public policy as expressed in the Securities Act of 1933 and
         is,   therefore,   unenforceable.   In  the  event  that  a  claim  for
         indemnification against such liabilities (other than the payment by

                                      -6-
<PAGE>
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                      -7-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on the
24th day of May, 2002.

                                       IRON MOUNTAIN INCORPORATED


                                       By:  /s/ John F. Kenny, Jr.
                                            John F. Kenny, Jr.
                                            Executive Vice President
                                            Chief Financial Officer and Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the dates indicated.  The undersigned  officers
and directors of the Company hereby severally  constitute and appoint C. Richard
Reese and John F.  Kenny,  Jr.,  and each of them  acting  singly,  our true and
lawful  attorneys  to sign for us and in our names in the  capacities  indicated
below  any  and  all  amendments  or  supplements,   whether   pre-effective  or
post-effective,  to this registration statement on Form S-8 (including,  without
limitation,  any registration  statement and  post-effective  amendment  thereto
filed  pursuant to Rule 462(b) under the Securities Act of 1933) and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Commission,  granting unto each of said attorneys, acting singly, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming  our  signatures to said  amendments to this  registration  statement
signed by our said  attorneys  and all else that said  attorneys may lawfully do
and cause to be done by virtue hereof.

   Signature                      Title                                Date

/s/ C. Richard Reese       Chairman, Chief Executive Officer,       May 24, 2002
C. Richard Reese           President and Director


/s/ John F. Kenny, Jr.     Executive Vice President, Chief          May 24, 2002
John F. Kenny, Jr.         Financial Officer and Director


/s/ Clarke H. Bailey       Director                                 May 24, 2002
Clarke H. Bailey


/s/ Constantin R. Boden    Director                                 May 24, 2002
Constantin R. Boden


/s/ Kent P. Dauten         Director                                 May 24, 2002
Kent P. Dauten


                                      -8-
<PAGE>

/s/ Eugene B. Doggett      Director                                 May 24, 2002
Eugene B. Doggett


_____________________      Director
B. Thomas Golisano


/s/ Arthur D. Little       Director                                 May 24, 2002
Arthur D. Little


/s/ J. Peter Pierce        Director                                 May 24, 2002
J. Peter Pierce


/s/ Vincent J. Ryan        Director                                 May 24, 2002
Vincent J. Ryan


/s/ Jean A. Bua            Vice President and Corporate             May 24, 2002
Jean A. Bua                Controller


                                      -9-
[{"type": "S-8", "sequence": "1", "filename": "imis_s8.txt", "secsgml_size_bytes": 24526}]
{"company-data": {"conformed-name": "IRON MOUNTAIN INC/PA", "cik": "0001020569", "assigned-sic": "4220", "irs-number": "232588479", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89008", "film-number": "02661903"}, "business-address": {"street1": "745 ATLANTIC AVENUE", "city": "BOSTON", "state": "MA", "zip": "02111", "phone": "6175354766"}, "mail-address": {"street1": "745 ATLANTIC AVENUE", "city": "BOSTON", "state": "MA", "zip": "02111"}, "former-company": {"former-conformed-name": "PIERCE LEAHY CORP", "date-changed": "19960807"}}
As filed with the Securities and Exchange Commission on May 24, 2002
                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           IRON MOUNTAIN INCORPORATED
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                           23-2588479
 (State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)

                745 Atlantic Avenue, Boston, Massachusetts 02111
                                 (617) 535-4766
           (Address of Principal Executive Offices including zip code)

              Iron Mountain Incorporated 2002 Stock Incentive Plan
                            (Full Title of the Plan)

            C. Richard Reese                                 COPY TO:
        Chairman of The Board of                      William J. Curry, Esq.
  Directors and Chief Executive Officer              Sullivan & Worcester LLP
       Iron Mountain Incorporated                     One Post Office Square
           745 Atlantic Avenue                     Boston, Massachusetts 02109
       Boston, Massachusetts 02111                        (617) 338-2800
             (617) 535-4766
            (Name, Address and Telephone Number of Agent For Service)

If, as a result of stock splits,  stock dividends or similar  transactions,  the
number of securities  purported to be registered on this registration  statement
changes,  the  provisions of Rule 416 under the  Securities  and Exchange Act of
1933, as amended, shall apply to this registration statement.
CALCULATION OF REGISTRATION FEE

==================================================================================================================
                                                      Proposed Maximum      Proposed Maximum
    Title of Each Class of          Amount to be     Offering Price Per    Aggregate Offering         Amount of
  Securities to be Registered        Registered            Unit(1)              Price(1)          Registration Fee
------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value        1,352,543             $31.88            43,119,070.84            $3,966.95
per share
------------------------------------------------------------------------------------------------------------------
(1) The proposed  maximum  offering  price per share and the proposed  maximum  aggregate  offering price have been
estimated  solely for the purpose of calculating the amount of the registration fee in accordance with Rules 457(c)
and 457(h)  under the  Securities  Act of 1933 on the basis of the average of the high and low prices of the Common
Stock on the New York Stock Exchange on May 22, 2002.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan  Information;  Item 2.  Registrant  Information  and Employee  Plan
Annual Information.

         The documents  containing the information  required by these items will
be given to employees participating in the Iron Mountain Incorporated 2002 Stock
Incentive Plan (the "Plan") and are not required to be filed with the Securities
and Exchange  Commission as part of the registration  statement or as an exhibit
thereto.

         Employees  participating  in the Plan may  obtain a copy of the Plan or
the documents  incorporated  by reference in Item 3 of Part II below, at no cost
by writing or  telephoning  us at: 745 Atlantic  Avenue,  Boston,  Massachusetts
02111, (617) 535-4799,  Attention:  Investor Relations. These documents are also
incorporated by reference in the Section 10(a) prospectus.

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  following  additional  documents,  which  have  been  filed by the
Company with the  Securities and Exchange  Commission  (the  "Commission"),  are
incorporated by reference in and made a part of this registration  statement, as
of their respective dates:

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
         December 31, 2001;

         (b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
         March 31, 2002;

         (c) The Company's  definitive  proxy  statement on Schedule 14A,  filed
         with the Commission on April 25, 2002; and

         (d) The  description  of the  Company's  common stock  contained in the
         registration  statement  on Form  8-A  dated  May 27,  1997  (File  No.
         1-13045),  including all amendments or reports filed for the purpose of
         updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be part  hereof  from the date of filing of such
documents.

         Any  statement  contained  in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
herein,  or in any subsequently  filed document which also is or is deemed to be
incorporated by reference,  modifies or supersedes such statement. Any statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this registration statement.

                                      -2-
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Subchapter  D  (Sections  1741  through  1750)  of  Chapter  17 of  the
Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"), contains
provisions for mandatory and  discretionary  indemnification  of a corporation's
directors,  officers, employees and agents (collectively  "Representatives") and
related matters.

         Under Section 1741, subject to certain  limitations,  a corporation has
the power to  indemnify  directors,  officers  and other  Representatives  under
certain prescribed  circumstances  against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is a party or  threatened to be made party by reason of he or she or she being a
Representative  of the  corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other  enterprise,  if he or she  acted in good  faith and in a manner he or she
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation  and,  with respect to any criminal  proceeding,  had no  reasonable
cause to believe his or her conduct was unlawful.  The termination of any action
or proceeding by judgment, order or settlement or conviction upon a plea of nolo
contendere shall not itself create a presumption that the Representative did not
act in good faith and in a manner he or she reasonably believes to be in, or not
opposed  to, the best  interests  of the  corporation,  and with  respect to any
criminal proceeding, has reasonable cause to believe that his or her conduct was
unlawful.

         Section 1742  provides for  indemnification  with respect to derivative
and  corporate  actions  similar  to that  provided  by Section  1741.  However,
indemnification  is not  provided  under  Section  1742 in respect of any claim,
issue or matter as to which a  Representative  has been adjudged to be liable to
the corporation  unless and only to the extent that the proper court  determines
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the  case,  a  Representative  is fairly  and  reasonably
entitled to indemnity for the expenses that the court deems proper.

         Section 1743 provides that  indemnification  against expenses  actually
and  reasonably  incurred is mandatory to the extent that a  Representative  has
been  successful  on the merits or  otherwise  in defense of any such  action or
proceeding referred to in Section 1741 or 1742.

         Section   1744   provides   that  unless   ordered  by  a  court,   any
indemnification  under Section 1741 or 1742 shall be made by the  corporation as
authorized in the specific case upon a determination  that  indemnification of a
Representative is proper because the Representative met the applicable  standard
of conduct,  and such  determination will be made by the board of directors by a
majority vote of a quorum of directors not parties to the action or  proceeding;
if a

                                      -3-
quorum is not  obtainable  or is  obtainable  and a  majority  of  disinterested
directors so directs,  by independent legal counsel in a written opinion;  or by
the shareholders.

         Section 1745  provides that expenses  incurred by a  Representative  in
defending any action or proceeding  referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the  corporation in advance of the final  disposition of
such action or proceeding upon receipt of any undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
or she is not entitled to be indemnified by the corporation.

         Section 1746 provides  generally that, except in any case where the act
or failure to act giving rise to the claim for  indemnification is determined by
a  court  to  have  constituted   willful   misconduct  or   recklessness,   the
indemnification  and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL  shall not be  deemed  exclusive  of any other  rights to which a
Representative  seeking  indemnification  or  advancement  of  expenses  may  be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding that office.

         Section  1747 grants a  corporation  the power to purchase and maintain
insurance on behalf of any Representative  against any liability incurred by him
or her  in  his  or  her  capacity  as a  Representative,  whether  or  not  the
corporation  would have the power to indemnify him against that liability  under
Subchapter D of Chapter 17 of the PBCL.

         Section  1748 and 1749 apply the  indemnification  and  advancement  of
expenses  provisions  contained  in  Subchapter  D of  Chapter 17 of the PBCL to
successor corporations  resulting from consolidation,  merger or division and to
service as a representative of a corporation with respect to an employee benefit
plan.

         Section  7.2  of  the  Company's  bylaws  provides  indemnification  to
directors  and  officers  for all actions  taken by them and for all failures to
take action to the fullest  extent  permitted  by  Pennsylvania  law against all
expense,  liability  and  loss  reasonably  incurred  or  suffered  by  them  in
connection with any threatened,  pending or completed action, suit or proceeding
(including, without limitation, an action, suit or proceeding by or in the right
of the Company),  whether  civil,  criminal,  administrative,  investigative  or
through  arbitration.  Section 7.2 also  permits the  Company,  by action of its
board of directors,  to indemnify  officers,  employees and other persons to the
same extent as directors.  Amendments,  repeals or  modifications of Section 7.2
can only be  prospective  and such changes  require the unanimous vote of all of
the directors then serving or the affirmative  vote of the holders of a majority
of the outstanding  shares of stock of the Company entitled to vote in elections
of directors.  Section 7.2 further permits the Company to maintain insurance, at
its  expense,  for the  benefit  of any  person on behalf of whom  insurance  is
permitted  to be  purchased  by  Pennsylvania  law  against  any such  expenses,
liability or loss,  whether or not the Company would have the power to indemnify
such person against such expense,  liability or loss under Pennsylvania or other
law.

         Pursuant to a certain  employment  agreement,  dated  February 1, 2000,
between the Company and J. Peter Pierce,  a director of the Company,  Mr. Pierce
received specific  indemnification  rights. In addition to those rights he holds
generally as a director  pursuant to our

                                      -4-
bylaws,  Mr.  Pierce  is  entitled  (i) to obtain  an  advance  of all costs and
expenses  incurred in connection with any proceeding  giving rise to a potential
indemnification  claim  within  twenty  (20) days of receipt by the Company of a
request for such amounts,  and (ii) to  indemnification  if in fact he meets the
applicable  standard  of conduct,  without  regard to any  determination  by the
Company (whether through the board, the shareholders,  independent legal counsel
or other party) regarding such conduct. Mr. Pierce's written consent,  which may
not be  unreasonably  withheld,  is  required  before the Company may settle any
proceeding or claim which would impose any penalty or limitation on Mr. Pierce.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

                                  EXHIBIT INDEX

EXHIBIT NO.       DESCRIPTION

         5.1      Opinion of Sullivan & Worcester LLP.*

         5.2      Opinion of Ballard Spahr Andrews & Ingersoll, LLP.*

         23.1     Consent of Sullivan & Worcester LLP  (contained in the opinion
                  of Sullivan & Worcester LLP filed herewith as Exhibit 5.1).

         23.2     Consent of Ballard Spahr Andrews & Ingersoll,  LLP  (contained
                  in the opinion of Ballard Spahr Andrews & Ingersoll, LLP filed
                  herewith as Exhibit 5.2).

         23.3     Consent of Arthur Andersen LLP (Iron Mountain Incorporated).*

         23.4     Consent of RSM Robson  Rhodes (Iron  Mountain  Europe  Limited
                  (f/k/a Britannia Data Management Limited)).*

         24       Powers of Attorney  (included  in the  signature  page to this
                  registration statement).

-----------

*        filed herewith

Item 9. Undertakings.

(a)  The undersigned registrant hereby undertakes:

         (1)   To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act of 1933;

                                      -5-
(ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in this registration statement.
                           Notwithstanding   the  foregoing,   any  increase  or
                           decrease  in volume  of  securities  offered  (if the
                           total dollar value of  securities  offered  would not
                           exceed that which was  registered)  and any deviation
                           from  the low or high  end of the  estimated  maximum
                           offering  range  may  be  reflected  in the  form  of
                           prospectus filed with the Commission pursuant to Rule
                           424(b)  under the  Securities  Act of 1933 if, in the
                           aggregate,  the changes in volume and price represent
                           no  more  than a 20  percent  change  in the  maximum
                           aggregate   offering   price   set   forth   in   the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement; and

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this registration statement or any material change to
                           such information in this registration statement;

         provided,  however, that subparagraphs  (a)(1)(i) and (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is  contained  in the periodic  reports
         filed with or furnished to the  Commission  by the Company  pursuant to
         Section  13 or  Section  15(d) of the  Exchange  Act of 1934,  that are
         incorporated by reference in this registration statement.

         (2)   That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

         (3)   To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

(b)      The  undersigned  registrant  hereby further  undertakes  that, for the
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the Company's annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act of 1934 (and, where applicable,  each
         filing of an employee  benefit plan's annual report pursuant to Section
         15(d) of the Exchange Act of 1934) that is incorporated by reference in
         this  registration  statement shall be deemed to be a new  registration
         statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the registrant  pursuant to the provisions  described  under
         Item 6 of this registration statement, or otherwise, the registrant has
         been advised that in the opinion of the Commission such indemnification
         is against public policy as expressed in the Securities Act of 1933 and
         is,   therefore,   unenforceable.   In  the  event  that  a  claim  for
         indemnification against such liabilities (other than the payment by

                                      -6-
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                      -7-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on the
24th day of May, 2002.

                                       IRON MOUNTAIN INCORPORATED

                                       By:  /s/ John F. Kenny, Jr.
                                            John F. Kenny, Jr.
                                            Executive Vice President
                                            Chief Financial Officer and Director

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the dates indicated.  The undersigned  officers
and directors of the Company hereby severally  constitute and appoint C. Richard
Reese and John F.  Kenny,  Jr.,  and each of them  acting  singly,  our true and
lawful  attorneys  to sign for us and in our names in the  capacities  indicated
below  any  and  all  amendments  or  supplements,   whether   pre-effective  or
post-effective,  to this registration statement on Form S-8 (including,  without
limitation,  any registration  statement and  post-effective  amendment  thereto
filed  pursuant to Rule 462(b) under the Securities Act of 1933) and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Commission,  granting unto each of said attorneys, acting singly, full power
and  authority  to do and  perform  each and every act and  thing  requisite  or
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes  as he or she  might  or  could  do in  person,  hereby  ratifying  and
confirming  our  signatures to said  amendments to this  registration  statement
signed by our said  attorneys  and all else that said  attorneys may lawfully do
and cause to be done by virtue hereof.

   Signature                      Title                                Date

/s/ C. Richard Reese       Chairman, Chief Executive Officer,       May 24, 2002
C. Richard Reese           President and Director

/s/ John F. Kenny, Jr.     Executive Vice President, Chief          May 24, 2002
John F. Kenny, Jr.         Financial Officer and Director

/s/ Clarke H. Bailey       Director                                 May 24, 2002
Clarke H. Bailey

/s/ Constantin R. Boden    Director                                 May 24, 2002
Constantin R. Boden

/s/ Kent P. Dauten         Director                                 May 24, 2002
Kent P. Dauten

                                      -8-
/s/ Eugene B. Doggett      Director                                 May 24, 2002
Eugene B. Doggett

_____________________      Director
B. Thomas Golisano

/s/ Arthur D. Little       Director                                 May 24, 2002
Arthur D. Little

/s/ J. Peter Pierce        Director                                 May 24, 2002
J. Peter Pierce

/s/ Vincent J. Ryan        Director                                 May 24, 2002
Vincent J. Ryan

/s/ Jean A. Bua            Vice President and Corporate             May 24, 2002
Jean A. Bua                Controller

                                      -9-