SecProbe.io

February 26 , 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. 2  to Registration Statement on Form S -1
Filed February 13 , 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 not bel ieve 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 Summary, pa ge 1

1. We note your response to comment 1 in our letter dated January 24, 2014.  Please clearly
state in your registration statement  that you believe you are a leading provider of
comprehensive human resource solutions due to your size, your presence in the United
States and Canada and the number of employers and employees you serve .

Consolidated Financial Statements, page F -1

2. Please update the financial statements included in the filing to include your audited
financial statements as of and for th e year ended December 31, 2013 and unaudited pro
forma combined financial information for the year ended December 31, 2013.   In
addition, please update the financial information included elsewhere in the prospectus to
reflect the updated financial informat ion.  Refer to Rule 3 -01 of Regulation S -X.

Burton M. Goldfield
TriNet Group, Inc.
February 26, 2014
Page 2

 Item 17. Undertakings, page II -4

3. We note your response to comment 11 in our letter dated January 24, 2014, and we
reissue that comment in its entirety.  With respect to the undertaking set forth in Item
512(a)(5)(ii) of Regulation S -K, while we understand that the company is relying on Rule
430A in connection with this offering, the undertaking is applicable to offerings that may
now, or in the future, also rely on Rule 430C.  In addition, although the It em 512(a)
undertakings relate to Rule 415 offerings, the undertaking in Item 512(a)(6) also is
applicable to registration statements that relate to non -Rule 415 offerings.  Please refer,
by analogy, to Question 229.01 of our Securities Act Rules Compliance  and Disclosure
Interpretations.

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 m atters.  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.