SecProbe.io

February 6 , 2013

Steven Chuslo, Esq.
Senior Vice President and General Counsel
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
1906 Towne Centre Blvd.
Annapolis, MD  21401

Re: Hannon Armstrong Sustainable Infrastructure Capital, Inc .
Amendment  No. 2  to
Confidential Draft Registration Statement on Form S -11
Submitted January 25, 2013
CIK No. 0001561894

Dear Mr. Chuslo :

We have reviewed your amended confidential draft 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 providin g the requested information and either
submitting an amended confidential draft registration statement or publicly filing your
registration statement on EDGAR. If you do not believe our comments apply to your
facts and circumstances or do not believe an am endment is appropriate, please tell us why
in your response.

After reviewing the information you provide in response to these comments and
your amended confidential draft registration statement or filed registration statement, we
may have additional comm ents.

Overview, page 1

1. Please remember to provide us with support for all quantitative and qualitative
business and industry data used in the registration statement, as requested in our
December 6, 2012 letter.

Dilution, page 58

2. We note your response to prior comment four and your revisions to your filing.
Your response did not address our comment in its entirety; as such, it will be
partially reissued.  Please also revise your dilution table to show the increase to

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
February  6, 2013
Page 2

 net tangible book value that resulted from the formation transaction separately
from the increase attributable to the offering.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 62

Contractual Obligations and Commitments, pag e 83

3. We note your response to prior comment seven and your revisions to your filing.
Your response did not address our comment; as such it will be reissued.  Please
also disclose the amount of interest to be paid in future  periods related to your
debt.  Please refer to footnote 46 in our Release 33 -8350.

Distribution of HA EnergySource Holdings, LLC to our Current Owners, page 132

4. We note your response to comment 8 from our letter dated January 15, 2013, as
well as your revised disclosure , and we reissue our comment.  Please provide the
material terms of the distribution, including both the distribution amount and the
dividend amount to be received by the existing owners.  Please include this
information here and in the summary section.  Lastly , please describe the purpose
for the $3.4 million capital contribution to HA EnergySource, considering that
you determined that an interest in HA EnergySource would not be suitable for
inclusion as part of your plan to continue your business as a REIT.

Unaudited Pro Forma Condensed Consolidated Financial Statements

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements, page F -6

5. We note your adjustment two.  Please tell us why you have recorded an
adjustment for the income statement impact of the distribution of HA
EnergySource Holdings, LLC to your current owners, as this distribution does not
appear to have an income statement i mpact.  Alternatively, if this adjustment is to
remove your Loss from equity method investment in affiliate, then please revise
your description.

Financial Statements of Hannon Armstrong Capital, LLC for the interim period ended
December 31, 2012

Notes  to Condensed Consolidated Financial Statements, page F -14

2. Summary of Significant Accounting Policies, page F -14

6. On page 74, you disclose a modification of a fixed rate loan.  Please tell us the
nature of the loan modification and tell us how you acco unted for this loan
modification.  Please revise your financial statements to include a policy note for
loan modifications.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
February  6, 2013
Page 3

 Financial Statements of Hannon Armstrong Capital, LLC for the year ended September
30, 2012, page F -27

7. We note your response to p rior comment ten.  Please tell us how you determined
you do not hold any investments required to be disclosed under Item II, as it
appears that you own other securities of business corporations.  If you continue to
believe that you do not own investments r equired to be disclosed under Item II,
please tell us if you own loans to be disclosed under Item III of Guide 3.

Consolidated St atements of Operations, page F -29

8. We note your response to prior comment 11 and your revisions to your filing.
Please fu rther revise your filing to present “(Loss) income from equity method
investments in affiliate” within other income.  Please refer to Rule 9 -04 of
Regulation S -X.

Notes to Consolidated Financial Statements, page F -33

2. Summary of Significant Accountin g Policies, page F -33

Equity Method In vestment in Affiliate, page F -36

9. We note your response to our prior comment 13.  Please revise your filing to
disclose how you accounted for the consolidation of HA EnergySource during
August 2012.

General

If you intend to respond to these comments with an amended draft registration
statement , please submit it and any associated correspondence in accordance with the
guidance we provide in the Division’s October 11, 2012 announcement on the SEC
website at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm .

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
February  6, 2013
Page 4

 You may contact Jennifer Monick, Staff Accountant, at (202) 551 -3295 or Kevin
Woody, Accounting Branch Chief, at (202) 551 -3629 if you have questions regarding
comments on the financial statements and related matters. With respect to questions
relating to our comment regarding the Investment Company Act, please contact Rochelle
Plesset in the Division of Investment Management at (202) 551 -6840. Please contact
Angel a McHale , at (202) 551 -3402  or me at (202) 551 -3655 with any other questions .

     Sincerely,

     /s/ Sonia Barros

     Sonia Barros
     Special Counsel