SecProbe.io

June 6, 2016

Mail Stop 4631

Via E -mail
Scott Christopher
Interim Chief Financial Officer
Fortress Transportation and Infrastructure Investors, LLC
1345 Avenue of the Americas
New York, New York 10105

Re: Fortress Transportation and Infrastructure Investors, LLC
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed March 10, 2016
File No. 1-37386

Dear  Mr. Christopher :

We have reviewed your filing  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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Oper ations, page
40

Results of Operations, page 41

Adjusted EBITDA (Non -GAAP), page 41

1. Please tell us, and expand the disclosure of “Adjusted EBITDA,” to address the
appropriateness of adding principal payments on finance leases in the calculation of this
measure.  In this regard, we note your disclosure that this measure is useful for evaluating
your operating performance.

Scott Christopher
Fortress Transportation and Infrastructure Investors, LLC
June 6, 2016
Page 2

 You should specifically address why management believes this measure provides useful
information to investors regarding your results o f operations.  Refer to Item 10(e)(i)(C) of
Regulation S -K for guidance.

Comparison of the year ended December 31, 2015 to the year ended December 31, 2014, page
42

Segment Results, page 45

2. We have the following comments regarding your discussion of segment results:

 Please expand your disclosure of expenses in the Offshore Energy Segment to
quantify the amounts associated with depreciation and amortization and interest
expense.

 Please expand your disclosure of expenses in the Jefferson Terminal Segment to
quantify all material components of operating expenses totaling $20,059 for the
period.

 Please expand your disclosure of revenue and expenses in the Railroad Segment
to quantify the increase in revenue attributed to ancillary rail fees, new cus tomers,
and increased rates and the material components of operating expenses totaling
$27,819.

 Please expand your disclosure of corporate expenses to quantify all material
components of general and administrative expenses totaling $5,561.

Liquidity and Capital Resources, page 76

3. We note your disclosure that you are currently evaluating over $2 billion of potential
Infrastructure and Equipment Leasing transactions which could occur within the next 12
months. However, as of the date of your filing, none o f the pipeline transactions
referenced in your filing or negotiations are definitive or included within your planned
liquidity needs.  P lease expand your disclosure to include your estimate of expenditures
of infrastructure and equipment leasing transactio n, as well as other capital expenditures,
for the following fiscal period.  See Section 501.02 of the Financial Reporting
Codification.

Financial Statements of Fortress Transportation and Infrastructure Investors, LLC

Note 7 - Investment in Unconsolidated Entity, page 109

4. We note your disclosure that you have a 51% non -controlling interest in Intermodal
Finance I, Ltd.

Scott Christopher
Fortress Transportation and Infrastructure Investors, LLC
June 6, 2016
Page 3

 For the benefit of your readers, please expand your disclosure to provide the basis for
applying the Equity Method to this investment.  I nclude the significant terms of your
arrangement with Deutsche Bank AG and, with reference to the applicable accounting
guidance, the reasons why the entity did not qualify as a variable interest and why you do
not believe you have a controlling financial interest in it.

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 Exchange Act of
1934 and all applicable Exchange 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.

In responding to our comments, please provide a written stateme nt 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 acti on with respect to the filing; and

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

You may contact Tracie Mariner , Staff Accounta nt, at (202) 551 -3744 , or Alfred Pavot ,
Staff Accountant, at (202) 551 -3738,  if you have questions regarding comments on the financial
statements and related matters. You may contact  me at (2 02) 551 -3355  with any other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction