SecProbe.io

April 11 , 2013

Via Email
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 .
Amended Registration Statement on Form S -11
Filed April 4 , 2013
File No. 333 -186711

Dear Mr. Chuslo :

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 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.

Form S -11/A Amendment 2

Use of Proceed s, page 57

1. Throughout your filing, you disclose that you will use $110.0 million of net
proceeds to complete eight financing transactions.  This $110.0 million does not
appear to be consistent with the information from adjustment 4 to your Unaudited
Pro F orma Condensed Consolidated Balance Sheet.  Additionally, throughout
your filing you disclose the estimated net proceeds remaining after certain uses
will be $75M.  Please reconcile the $75 million amount of net proceeds (after
adjusting for the $7 million  in assumed financings that are not reflected in your
pro forma financial information) with the $73.1 million change in cash on your
Unaudited Pro Forma Condensed Consolidated Balance Sheet.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
April 11 , 2013
Page 2

2. You disclose that you may fund $7 million of the eight financing  transactions
through a securitization. Please provide to us management’s analysis of the
probability of this securitization transaction and whether or not management has
reflected that amount in your pro forma financial statements.  If management
determin ed that this securitization is  not probable, please revise your disclosure to
specifically state this assessment.

Business, page 90

Our Pipeline, page 103

3. We note that you have agreements to provide syndication services to finance
approximately $2.4 bil lion projects and you have entered into a letter of intent to
finance a series of clean energy projects.  Please provide to us management’s
analysis of the probability of these financings  including management’s historical
rate of closing such financings .  If management determined that these financings
are not probable, please revise your disclosure to specifically state this
assessment.

Financial Statements

Unaudited Pro Forma Condensed Consolidated Financial Statements, page F -2

Unaudited Pro Forma Con densed Consolidated Balance Sheet , page F -3

4. Please disaggregate the adjustments for each financial statement line item.  For
example, you have three adjustments for Cash and cash equivalents; please
present the amounts for each of these three adjustments separately on the face of
the Unaudited Pro Forma Condensed Consolidated Balance Sheet.

5. Please disclose the number of share authorized and shares issued and outstanding
on a historical basis and pro forma basis.  Further, please tell us why you expect
to provide the number of shares authorized and shares issued and outstanding on a
pro forma as adjusted basis.

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

6. We note your adjustment 2.  Please tell us why you removed your  adjustment to
reflect the $3.4 million accrued capital contribution payment.

Hudson Ranch I Holdings, LLC Financial Statements, page F -78

7. Please tell us how you determined it was not necessary to provide Rule 3 -09
financial statements for Hudson Ranch  TE Holdings LLC.

Steven Chuslo, Esq.
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
April 11 , 2013
Page 3

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 193 3 and all applicable Securities  Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleratio n of the
effective date of the pending regist ration statement please provide  a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not for eclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for t he adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the  United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration  are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement.  Please allow adequate time for us to review any
amendment prior to the requested effective date of the registration statement.

You may contact Jennifer Monick, Staff Accountant, at (202) 551 -3295 or Kevin
Woody, Accounting Branch Chief, at (202) 551 -3629 if you have questio ns regarding
comments on the financial statements and related matters. With respect to questions
relating to our comment regarding the Investment Company Act, please contact Steve
Packs  in the Division of Investment Management at (202) 551 -6853 . Please con tact
Angela McHale , at (202) 551 -3402  or me at (202) 551 -3655 with any other questions .

     Sincerely,

     /s/ Sonia Barros

     Sonia Barros
     Special Counsel