SecProbe.io

Mail Stop 3010

        November 10, 2015

J. Brendan  Herron
Chief Financial Officer
Hannon Armstrong Sustainable Infrastructure Capital, Inc.
1906 Towne Centre  Blvd. , Suite 370
Annapolis, MD 21401

Re: Hannon Armstrong Sustainable Infrastructure Capital, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 9, 2015
File No. 000 -35877

Dear Mr. Herron :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Financial Statements and Supplementary Data , page 91

Summary of Significant Accounting Policies , page 100

Securitizations of Receivables, page 103

1. We note that you u se sale accounting for receivables transferred to your special purpose
entities or securitizations trusts and that your disclosures state that your analysis of the
structure of these entities under US GAAP have lead you to the conclusion that you are
not the primary beneficiary for purposes of consolidation.  Please address the following:

 Please provide us your analysis under ASC 860 -10-40 used in determining the
appropriateness of sale accounting for these transfers, including the requirements of
paragrap h 40-5.

J. Brendan Herron
Armstrong Hannon Sustainable Infrastructure Capital, Inc.
Novem ber 10, 2015
Page 2

 Please tell us if a true -sale-at-law opinion and/or a non -consolidation opinion were
obtained in connection with your analysis.  If so, please revise future filings to disclose
that fact.

 Please tell us the specific nature of your residual intere sts in securitized assets and discuss
your rights to the associated cash flows.

 Please tell us what your rights as servicer of the assets are regarding decision making for
the underlying assets and the day to day operations of the trusts.  Please provide  us an
example of one of your servicing agreements with the relevant sections highlighted.

Variable Interest Entities and Equity Method Investments in Affiliate, page 105

2. Please tell us in greater detail how you determined the appropriateness of the e quity
method in recording your investment in Strong Upwind.  Noting your 50% ownership,
discuss how the entity is managed, who has the decision making authority and how
disagreements are resolved.

We urge all persons who are responsible for the accura cy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts r elating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

J. Brendan Herron
Armstrong Hannon Sustainable Infrastructure Capital, Inc.
Novem ber 10, 2015
Page 3

 You may contact  Paul Cline  at (202)  551-3851 o r me at  (202)  551-3693  with any
questions.

Sincerely,

/s/ Eric McPhee

Eric McPhee
Staff Accountant
Off ice of Real Estate and
Commodities