FORM 4

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

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0287
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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Miller Robert G

2. Issuer Name and Ticker or Trading Symbol
Iron Mountain Incorporated (IRM)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Pres. Iron Mountain Records Management Division   

(Last)      (First)     (Middle)

Iron Mountain Information Management, Inc
1000 Campus Drive

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
December 12, 2002

(Street)

Collegeville, PA 19426

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock, par value, $.01 per share

12/12/02

 

M

 

3,608

A

$5.59066667

3,608

D

 

Common Stock, par value, $.01 per share

12/12/02

 

S

 

3,608

D

$31.559612

155(1)

D

 
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option(Right to buy)

$5.59066667

12/12/02

 

M

 

 

3,608

1/1/96(3)

1/1/00

Common Stock

3,608

 

0

 

 

Explanation of Responses:

(1) (1) These shares were acquired by Mr. Robert G. Miller on November 29, 2002 under the Iron Mountain Employee Stock Purchase Plan.
(2) Mr. Miller has exercised 3,608 shares of the NQ stock option granted to him on 1/1/95. There are no furthur shares outstanding on this option.
(3) This option vests 20% annually on 1/1/96, 1/1/97, 1/1/98, 1/1/99 and 1/1/00.
  By: /s/ Clare A. Dever, under Power of Attorney dated December 16, 2002 from Robert G. Miller
             Robert G. Miller
**Signature of Reporting Person		 December 16, 2002
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that I,  Robert G. Miller, residing at 1638 Mt. Pleasant Road, Villanova, PA 19085, do hereby make, constitute and appoint, Garry B. Watzke or Clare A. Dever, being, respectively, the General Counsel and Director of Special Legal Services of Iron Mountain Incorporated, acting singly, to be my lawful attorney-in-fact for me and to do any and all acts which I could do in connection with any filings required by Section 16 of the Securities Exchange Act of 1934, including, without limitation, the preparation, signing and filing of Forms 3, 4 and 5 ("Section 16 Filings").



Among the powers granted to my attorney-in-fact are:



To prepare, sign and file with the Securities and Exchange Commission and the New York Stock Exchange the Section 16 Filings, in my name or stead, and any and all such further documents as he/she may deem necessary or advisable in order to carry out the required Section 16 Filings and the powers granted to him/her by these presents.



This Power of Attorney shall remain in effect until revoked by the undersigned in writing.



IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16th day of December , 2002.







________________________________________



Name:    /s/    Robert G. Miller



STATE OF      PA           )

                           )  ss.

COUNTY OF     Montgomery   )



Then personally appeared, before me, the aforesaid Robert G. Miller, who to me, acknowledged that the foregoing was his free act and deed,



Before me,





  /s/   Michele Kane

 Notary Public



My Commission Expires:  July 14, 2003