SecProbe.io

November 25, 2013

Cameron MacDougal
Vice President
Fortress Transportation and Infrastructure Investors Ltd.
1345 Avenue of the Americas, 46th Floor
New York, New York 10105

Re: Fortress Transportation and Infrastructure Investors Ltd.
Draft Registration Statement on Form S -1
Submitted October 30, 2013
  CIK No. 0001590364

Dear Mr. MacDougal :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with info rmation so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended 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 amendment is appropriate, please tell us why in your response.

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

General

1. Please provide the disclosure required by Industry Guide 5 or tell us why such disclosure
should not be provided in this registration statement.

2. We encourage you to file all exhibits with your next amendment. Please understand that
we will need adequate time to review these materials before effectiveness.

3. Please be advised that we will process this filing and any amendments without a price
range.  Since the price range triggers a number of disclosure matters, we will need
sufficient time to process the amendment when it is included. Please understand that its
effect on disclosure throughout the document may cause us to raise issues on areas not
previously commented upon.

Cameron MacDougal
Fortress Transportation and Infrastructure Investors Ltd.
November 25, 2013
Page 2

 4. As indicated in the comment above, we note that you have omitted certain pricing -related
information as well as other information from this filing. If you intend to rely on Rule
430A, please note that Rule 430A does not allow for the omission prior to effectiveness
of amounts that may be computed based on the maximum number of shares offered and
the mid -point of the offering price range, or the number of shares to be offered on the
cover. In addition, please confirm that you will n ot circulate copies of the registration
statement or the preliminary prospectus until you include an estimated price range,
maximum number of shares, dollar amounts dependent upon the offering price that are
based on the mid -point of the offering price ran ge, and all other information except
information you may exclude in reliance upon Rule 430A.

5. Please provide the information relating to the terms of the Management Agreement that is
not eligible for omission under Rule 430A.

6. Prior to the effectiveness  of the registration statement, please arrange to have FINRA call
us or provide us with a letter indicating that FINRA has cleared the underwriting
arrangements for the offering.

7. Please provide us with copies of any graphics or photographs you intend to use in your
prospectus.

8. You appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our
Business Startups Act. Please supplementally provide us with copies of all written
communications, as defined in Rule 405 under the Securities A ct, that you, or anyone
authorized to do so on your behalf, present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not they retain copies of the communications.
Similarly, please supplementally provide us with any rese arch reports about you that are
published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933
added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or
dealer that is participating or will participate in your offering.

9. Please provide us with a legal analysis, including citations to applicable authority,
supporting your conclusion that you need not register as an investment company under
the Investment Company Act of 1940.   We note your disclosure on page 26.

10. Please revise your prospectus throughout for repetition.  In particular, your Business and
Industry Overview sections, as well as your Summary, contain substantial du plication.

Outside Front Cover Page of the Prospectus

11. We note that you have omitted the names of the lead or managing underwriters.  Please
include them in your next amendment or be advised that we will defer further review of
any amendment that does not  include the names of the lead underwriters.

Cameron MacDougal
Fortress Transportation and Infrastructure Investors Ltd.
November 25, 2013
Page 3

 12. In the second sentence of the first paragraph, please identify and provide a brief
description of the affiliate of Fortress Investment Group, LLC that will “externally
manage” Please also provide a concise descr iption of the responsibilities and obligations
of the external manager.

Prospectus Summary, page 1

13. You define FTAI to mean Fortress Transportation and Infrastructure Investors Ltd., but
then state that references to FTAI refer to Fortress Worldwide Transportation and
Infrastructure General Partnership, also defined as Holdco.  Please explain which entit y
FTAI refers to and eliminate disclosure that is either incorrect or confusing.

14. Please tell us why the parties chose to create FTAI as an entity established for what
appears to the sole purpose of conducting this offering.  Tell us what consideration  the
parties gave to making Holdco the issuer and having the registration statement cover the
offer and sale of limited partnership units of Holdco.  If you considered but elected to
dispense with that option, please explain why.

15. In a separate section,  please describe the economic and voting rights that holders of your
common shares will have as a result of participating in this offering.  To the extent cover
page disclosure is required because of the material limitations on a shareholder’s ability
to influence corporate affairs, please provide it.

16. Please supplementally provide supporting documentation for all of the statistical and
similar disclosure you make in your prospectus.  Please mark the supporting documents
to show precisely the location of ea ch piece of information on which you are relying for
these and similar statements in your prospectus.

17. Please provide substantiation for the qualitative statements throughout your prospectus,
such as, for example: your assets are high quality  and generate attractive returns;  your
Manager has key business relationships; that your Manager has applicable expertise and
significant prior experience; that there are meaningful barriers to entry in the sectors you
are targeting; that you have a sustai nable advantage for you to make successful
acquisitions; and that the operators that you have partnered with are “leading operators.”

18. Please ensure that the information you include in your summary is balanced. To the
extent that you continue to cite competitive strengths in your summary, please review
each one and revise as necessary to provide meaningful balancing information rather than
a list of  risk factors at the end of this section.  Please also ensure that the risk factors you
discuss in your summary are specifically tailored to your company.

19. Please identify those aspects of the offering and your company that are most significant,
and high light these points in plain, clear language. The summary should not, and is not
required to , repeat the detailed information in the prospectus.

Cameron MacDougal
Fortress Transportation and Infrastructure Investors Ltd.
November 25, 2013
Page 4

 20. Please expand your summary to include a discussion of relevant tax matters.

Market Opportunity, page 2

21. Please ensure that you provide appropriate context for the information presented in your
summary.  For example, in the second paragraph under this heading, you discuss the drop
in European banks’ share of overall transportation lending from 2008 through 2013.
Without greater context, the relevance of this information, or the manner in which it
signifies a funding gap, is unclear.  Please revise.

Our Strengths, page 5

22. You repeatedly state that you target assets with internal rates of return from 15% to 25%.
Please disclose, where appropriate, the internal rates of return that your various assets
have achieved to date.

23. You refer to the use of what you believe to be “reasonable leverage.”  Please clarify what
amount of leverage management considers to be reasonable.

24. We note your disclosure here that you have distributed approximately 72% of your
cumulative net income to date as dividends.  When you discuss your historic dividend
payments, please disclose whether you intend to continue paying dividends at the same or
a comparable level.

25. You refer here to your “broad investment mandate.”  Please disclose, here and elsewhere
as appropriate, whether there are any limitations on what you may invest in.  We note
your disclosure on pages 28 and 81.  If there are no limitations on what you may invest
in, please expand the risk factor on page 28 to address the risk that your Manager may
choose to invest outside of the sectors discussed in this prospectus.

Existing Portfolio, page 6

26. Where you discuss your asse ts, please state explicitly which are currently idle and which
are currently leased.

Our Manager and Management Agreement and Other Compensation Arrangements, page 6

27. Please revise your disclosure, here and throughout, to make apparent the division of
responsibility and power between your Manager and your General Partner.  We note that
you state here that your Manager will determine your investment criteria; source, analyze
and execute on acquisitions and sales; and perform ongoing commercial management of
your portfolio.  You state on page 11 that “[y]our only business following this offering
will be [y]our ownership of the limited partner interests in Holdco.” As your only
business is the holding of limited partner interests in Holdco, please explain how your

Cameron MacDougal
Fortress Transportation and Infrastructure Investors Ltd.
November 25, 2013
Page 5

 Manager may perform any of these functions, since it merely controls limited partnership
interests.  We note that you provide no discussion of the role of your General Partner in
your business, although your General Partner will be receiving incentive  compensation.

Grant of Options to Our Manager, page 8

28. Please disclose whether your Manager will be offered the option to purchase equity in an
amount equal to ten percent of the equity sold in an offering if the initial sale is to the
Manager itself.

Conflicts of Interest, page 9

29. Please expand your discussion, here and elsewhere as appropriate, of the effect of the
prohibition contained in your code of business conduct and ethics restricting the
directors, officers and employees of your Manager from en gaging in any transaction that
involves an actual conflict of interest.  Please also explain how this prohibition may be
enforced in light of the fact that, as disclosed on page 28, your Manager will not be liable
for any acts or omissions under the Manage ment Agreement.  We also note your
disclosure on page 90 that you may engage in material transactions with your Manager,
which would appear to violate the prohibition in your code against actual conflicts of
interest.  Please advise.

Risk Factors, page 17

30. Please include a discussion, where appropriate, of the risks, if any, posed by the fact that
your company only holds limited partner interests and thus has no actual control over the
operating subsidiaries.

31. As your company’s only operations involve hold ing the limited partner interests in
Holdco, please include a risk factor discussing the effects of the restrictions on your
ability to make distributions, discussed on page 57, on both your company and your plans
to make quarterly dividends.  Please also,  where appropriate, include the amount of cash
dividends declared over the last two fiscal years and subsequent interim periods.  See
Item 201(c)(1) of Regulation S -K.

Contractual defaults may adversely affect our business . . . , page 19

32. In the last sentence of the first paragraph under this heading you discus the risk that your
assets may be returned to you damaged.  Please discuss the insurance arrangements you
have in place, or lack thereof, to address this possibility .

33. The first two sentences of the second paragraph under this heading are unclear.  It would
appear that excess supply of comparable assets to those you are renting would place price
pressure on yourself, rather than your customers.  Please revise.

Cameron MacDougal
Fortress Transportation and Infrastructure Investors Ltd.
November 25, 2013
Page 6

 Litigation to enforce our contracts a nd recover our assets  . . . , page 20

34. You state that it is not possible to predict with any degree of certainty the jurisdictions in
which enforcement proceedings may be commenced.  Several of your assets are used in
specific areas.  Please disclose the current locations, and historic locations if salient, of
your assets, to allow your readers to better understand which jurisdictions enforcement
proceedings may be commenced in.

Certain lien s may arise on our assets, page 20

35. Please clarify which of your assets are subject to liens which may allow a lender to take
possession of or sell that asset in the event of a default.

Some of our customers operate in highly regulated industries . . . , page 22

36. Please expand this discussion to state which of your mat erial contractual arrangements
require specific governmental or regulatory licenses, consents or approvals.  Please also
clarify your reference to “extensive trade laws and regulations” in the fourth sentence
under this risk factor.

Our international operations involve additional risks . . . , page 23

37. Please revise this section to state the regions in which you and your customers operate,
and discuss the risks salient to each.

Investments in emerging markets are subject to greater risks . . . , page 24

38. Please clarify which emerging markets you contemplate acquiring assets in.

Our inability to obtain sufficient capital . . . ,  , page 25

39. You refer here to your ability to borrow against your assets.  Please expand to discuss the
effect of the restrictions on your ability to borrow against your assets discussed on page
57 on your ability to raise capital.

40. You state on page 36 that maintaining your exemption from registration imposes limits
on your operations.  You refer here to limits on the ab ility of your or your subsidiaries to
enter into financing leases and engage in other types of financial activity.  Please expand
your discussion here to thoroughly discuss these limits.

Cameron MacDougal
Fortress Transportation and Infrastructure Investors Ltd.
November 25, 2013
Page 7

 There are conflicts of interest in our relationship with our Man ager, page 26

41. Please expand this risk factor to discuss, as disclosed on page 90, that the communication
of related party transactions and the material facts of such transaction would be made by
your Manager’s employees to your independent directors.

Our directors have approved a broad strategy for our Manager  . . . ,  page 28

42. Please state how regularly your directors will review your strategy and portfolio of assets.
In addition, you refer here to your Manager’s “great latitude” in conducting investmen ts.
Please disclose whether there are any restrictions on what your Manager may invest in.

We may not be eligible for an exemption from U.S. federal income taxation  . . . , page 29

43. You state that you may lose your Section 883 exemption based upon the o w