SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                                                                 CORRESPONDENCE

                   Skadden, Arps, Slate, Meagher and Flom LLP
                                Four Times Square
                            New York, New York 10036

                                                     December 30, 2005

BY EDGAR AND BY FACSIMILE

Elaine Wolff
Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
450 Fifth Street, N.W.
Washington, D.C. 20549

         RE:      Global Signal Inc.
                  Registration Statement on Form S-3 (File No. 333-130466)

Dear Ms. Wolff:

         On behalf of Global Signal Inc., a Delaware corporation (the
"Company"), this letter sets forth the Company's responses to the comments (the
"Comments") of the staff (the "Staff") of the Securities and Exchange Commission
(the "Commission") set forth in the Staff's letter of December 29, 2005 (the
"Comment Letter") in regard to the above-referenced Registration Statement (the
"Registration Statement"), as filed with the Commission on December 19, 2005.

         For the convenience of the Staff, we have restated in this letter each
of the Comments in the Comment Letter and numbered each of the responses to
correspond with the numbers of the Comments in the Comment Letter. Capitalized
terms used and not defined have the meanings given in the Registration
Statement. All references to page numbers and captions correspond to the page
numbers and captions in the preliminary prospectus included in the Registration
Statement.

Selling Stockholders, page 26

1.   We note your intention to identify selling stockholders in a prospectus
     supplement pursuant to Rule 430B of Regulation C. Please tell us how you
     determined your status as a "seasoned issuer" eligible to identify selling
     stockholders after effectiveness.

         The Company respectfully submits that it is a "seasoned issuer"
eligible to identify selling stockholders after effectiveness since the Company
is eligible to use Form S-3

<PAGE>

Global Signal Inc.
December 30, 2005
Page 2 of 3

for primary offerings pursuant to General Instruction I.B.1. The Company made
such determination because (i) it is organized under the laws of the State of
Delaware, (ii) its common stock is registered pursuant to Section 12(b) of the
Exchange Act, (iii) it has been subject to the requirements of Section 12 of the
Exchange Act and has filed all the material required to be filed pursuant to
Sections 13, 14 or 15(d) since June 2, 2004, (iv) it has filed in a timely
manner all reports required to be filed during the twelve calendar months and
any portion of a month immediately preceding the filing of the Registration
Statement, (v) neither the Company nor any of its consolidated or unconsolidated
subsidiaries have, since the end of the last fiscal year for which certified
financial statements of the Company and its consolidated subsidiaries were
included in a report filed pursuant to Section 13(a) or 15(d) of the Exchange
Act: (a) failed to pay any dividend or sinking fund installment on preferred
stock; or (b) defaulted (1) on any installment or installments on indebtedness
for borrowed money, or (2) on any rental on one or more long term leases, which
defaults in the aggregate are material to the financial position of the Company
and its consolidated and unconsolidated subsidiaries, taken as a whole, and (vi)
the aggregate market value of its voting and non-voting common equity held by
non-affiliates of the Company, computed by use of the price at which the common
equity was last sold on December 16, 2005, was far in excess of $75 million.

         Furthermore the Company respectfully submits that it has satisfied all
of the conditions set forth in Rule 430B(b)(2) because (i) the initial offering
transactions of the securities covered by the Registration Statement were
completed prior to the original date of filing of the Registration Statement,
(ii) the securities covered by the Registration Statement were issued and
outstanding prior to the original date of filing the Registration Statement,
(iii) on page 26, under the heading "Selling Stockholders," the Registration
Statement refers to unnamed securityholders in a generic manner by identifying
the initial offering transactions in which the securities were sold, and (iv)
the Company is not and during the past three years neither the Company nor any
of its predecessors was a blank check company, a shell company or an issuer in
an offering of penny stock.

Exhibits

2.   Please tell us where you have filed the credit agreement entered into on
     December 9, 2005. We may have further comment.

         The Company respectfully submits that it has not filed the credit
agreement entered into on December 9, 2005, because the Company is not a party
to that agreement. The credit agreement was entered into as a private
transaction between certain of the Company's shareholders and their lenders, and
the Company has no rights or obligations under that agreement. The Company is
not entitled to, and has not been provided a copy of, the credit agreement. The
Company did file an 8-K, dated December 9, 2005, when it was informed that the
credit agreement had been entered into.

                                    * * * * *

         Please contact Byron Dailey at (212) 735-3509 or the undersigned at
(212) 735-3050 should you require further information or have any questions.

<PAGE>

Global Signal Inc.
December 30, 2005
Page 3 of 3

                                          Very truly yours,

                                          /s/ Joseph A. Coco
                                          ------------------

                                          Joseph A. Coco, Esq.

cc:  Securities and Exchange Commission
     ----------------------------------
     Charito A. Mittelman, Esq.

     Global Signal Inc.
     ------------------
     Jeffrey A. Klopf, Esq.

</TEXT>
</DOCUMENT>