SecProbe.io

January 8, 20 14

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

Re: Fortress Transportation and Infrastructure Investors Ltd.
Amend ed Draft Registration Statement on Form S -1
Submitted December 20 , 2013
  File No. 377 -00350

  Registration Statement on Form S -1
  Filed January 3, 2013
  File No. 333 -193182

Dear Mr. MacDougal l:

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 informati on.  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.

General

1. Please be ad vised that we have referred your response to comment 9 in our letter dated
November 25, 2013 to the Division of Investment Management.  Comments, if any, will
be released under separate  cover.

Cameron MacDougal l
Fortress Transportation and Infrastructure Investors Ltd.
January 8, 2014
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
47

Liquidity and Capital Resources, page 54

1. We have read your response to comment 51  in our letter dated November 25, 2013 in
which you indicate that your net cash flow from operations is positive, and therefore,
additional cash requirements would not be necessary  to fund operations, and your
historical investments have been funded by additional financing (equi ty) activities by the
Partners.  However, it is unclear from your disclosure what you expect your future cash
requirements to be .  Please expand you r disclosure to describe your expected cash
requirements for the twelve months following September 30, 2013 and whether you
intend to fund those requirements with existing cash, debt, proceeds from the offering,
equity issuances, or other means.  R efer to the guidance in FRC Section 501.03 .

Financial Statement of Fortress Worldwide Transportation and Infrastructure General
Partnership, page F -3

Note 5 - Investments in Unconsolidated Entities, page F -19

2. We have read your response to comment s 75 and  77 in our letter dated November 25,
2013 .  Please expand your disclosure under this heading to clarify for investors t hat your
16.67% non -controlling interest is in PJW 3000, LLC and your 51% non -controlling
interest is in Intermodal Finance I Ltd.

Note 6 - Investments in Unconsolidated Entities, page F -19

3. We have read your response to  comment 76  in our letter dated November 25, 20 13.  We
could not locate a copy of the investors ’ agreement in Intermodal Finance I Ltd. with
your response materials.  Please provide us with an electronic copy of the joint venture
agreement with your next response.

Note 13 - Subsequent Events, page F -39

4. Please expand your disclosure to include the date on which you evaluated whether any
material events have occurred subsequent to the most recent annual balance sheet date
through th e date the financial statements were available to be issued.

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 disclosur es they have made.

Cameron MacDougal l
Fortress Transportation and Infrastructure Investors Ltd.
January 8, 2014
Page 3

 Notwithstanding our comments, in the event you request acceleration 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 staf f, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose 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
declari ng the filing effective, does not relieve the company from its full responsibility for
the 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 reque sts 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 Securitie s 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 effectiv e date of the
registration statement.

You may c ontact Tracie Towner  at (202) 551 -3744 or Alfred Pavot  at (202) 551 -3738  if
you have questions regarding comments on the financial statements and re lated matters.  Please
contact Leland Benton  at (202) 551 -3791  or me at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
Branch Chief

cc. Richard Aftanas  via email