SecProbe.io

January 24, 2014

Via E -mail
Burton M. Goldfield
Chief Executive Officer
TriNet Group, Inc.
1100 San Leandro Blvd., Suite 400
San Leandro, CA 94577

Re: TriNet Group, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed January 7 , 2014
  File No. 333-192465

Dear Mr. Goldfield :

We have reviewed your registration statement  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 by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

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

Prospectus Summar y, page 1

1. We note your response to comment 5 in our letter dated December 19, 2013.  While we
believe that the NAPEO website supports the fact that you offer services throughout the
United States, it is unclear how it supports  the statement that you are “ a leading provider ”
of comprehensive human resource solutions.  Please advise or revise.

2. We note your response to comment 7 in our letter dated December 19, 2013.  Please
clarify in your registration statement that your statement that “SMBs typically cannot
afford to invest in a comprehensive technology platform to manage their HR processes
and often lack the scale required to negotiate favorable employee health benefit and
workers compensation plan terms with insurance companies and other la rge employ ee
benefits providers ” is based on your experience or supported by feedback from your
customers.

Burton M. Goldfield
TriNet Group, Inc.
January 24, 2014
Page 2

 3. We note your response to comment 8 in our letter dated December 19, 2013.  Please
include in your prospectus summary the disclosure regarding General Atlant ic’s history
of involvement in your business.

Market, Industry and Other Data, page 35

4. We note your response to comment 11 in our letter dated December 19, 2013, as well as
your disclosure that you “have not independently verified any third -party infor mation.”
Please remove this statement, as it implies that you are not responsible for the accuracy of
the information you elect to include in your prospectus.

Executive Compensation, page 111

5. Please revise to disclose the names of the companies in the  Advanced -HR’s Option
Impact survey.

Principal and Selling Stockholders, page 1 30

6. Please disclose the exemption(s) or safe harbor(s) from registration relied upon in
connection with the acquisition of the shares to be sold by the selling stockholders i n the
offering.

7. Please update the  table  on page 131  as of a recent practicable date.  Refer to Item 403 of
Regulation S -K.

Consolidated Financial Statements, page F -1

Consolidated Financial Statements of TriNet Group, Inc. and Subsidiaries, page F -2

Notes to Consolidated Financial Statements, page F -8

Note 8. Notes Payable and Borrowings Under Capital Leases, page F -24

2013 Credit Facility, page F -25

8. We reviewed your revisions made in response to comment 34 in our letter dated
December 19, 2013.  Please tell us your consideration of disclosing the amount of your
retained earnings or net income restricted or free of restrictions.  Refer to Rule 4 -08(e)(1)
of Regulation S -X.

Burton M. Goldfield
TriNet Group, Inc.
January 24, 2014
Page 3

 Note 10. Stockholders’ Equity, page F -28

Earnings per Share, page F-31

9. We reviewed your response to comment 35 in our letter dated December 19, 2013.  Your
response states that Series G and Series H convertible preferred stock are not entitled to
receive any preferential dividends; however, if dividends are declared and  paid on
common stock, the Series H and Series G preferred stock are entitled to share in
dividends on a pro -rata basis as if their shares had been converted into shares of common
stock.  This statement does not appear to be consistent with your disclosure  beginning in
the last sentence on page F -27.  Please explain this inconsistency and revise your
disclosure, if deemed necessary.   If still applicable, please differentiate the Series G and
Series H entitlement to dividends upon redemption versus if declar ed.  In this regard, an
example of how this provision is intended to operate would be helpful.

Note 12. Income Taxes, page F -34

10. We reviewed your response to comment 37 in our letter dated December 19, 2013.
Please tell us whether you considered the ad justments related to state taxes and stock
compensation as changes in estimates or errors and explain the underlying reasons for
your conclusions.  If applicable, please discuss any new information obtained after the
original balance sheet date and whether  that information was reasonably knowable at the
original balance sheet date.  On a different note, it appears the amount related to state
taxes and stock compensation would be greater than 5% of the “amount computed”
specified in Rule 4 -08(h)(2) of Regula tion S -X.  Please advise.

Undertakings, page II -4

11. We note your response to co mment 40 in our letter dated December 19, 2013.  Please
note that the undertakings set forth as Items 512(a)(5)(ii) and 512(a)(6) of Regulation S -
K are applicable to offerings  made outside the scope of Rule 415.   Item 512(a)(5)(ii) is
required for any offering that may now, or in the future, rely on Rule 430C , while Item
512(a)(6) is required for any offering that involves an initial distribution of sec urities,
pursuant to Rule  159A.  Please revi se.  For guidance, refer to our Compliance and
Disclosure Interpretations, Securities Act Rules, Question 229.01, available on our
website at http://www.sec.gov/divisi ons/corpfin/cfguidance.shtml .

Burton M. Goldfield
TriNet Group, Inc.
January 24, 2014
Page 4

 You may contact Adam Phippen, Staff Accountant, at (202) 551 -3336 or Jim Allegretto,
Senior Assistant Chief Accountant , at (202) 551 -3849  if you have questions regarding comments
on the financial statements and related matters.  Please contact Liz Walsh, Staff Attorney, at
(202) 551 -3696, Lilyanna Peyser, Special Counsel, at (202) 551 -3222 or me at (202) 551 -3264
with any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

Mara L. Ransom
Assistant Director

cc: Jodie Bourdet, Esq.