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CORRESPONDENCE

 May 14, 2015

BY HAND AND EDGAR

 Jay Ingram

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549-7010

Re:
Fortress Transportation and Infrastructure Investors LLC

 Amendment No. 5 to
Registration Statement on Form S-1

 Filed May 4, 2015

File
No. 333-193182

Dear Mr. Ingram,

 On behalf of Fortress
Transportation and Infrastructure Investors LLC (the “Company”), enclosed is a copy of Amendment No. 7 (the “Amendment”) in respect of the above-referenced Amendment No. 5 to the Registration Statement on
Form S-1 (the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof, marked to show changes from the submission of the Registration Statement filed
with the Commission on May 4, 2015.

 The changes reflected in the Amendment include those made in response to the comments of the
staff of the Commission (the “Staff”) set forth in the Staff’s letters of May 11, 2015 and May 13, 2015 (the “Comment Letter”). The Amendment also includes changes that are intended to update, clarify
and render more complete the information contained therein.

 Set forth below are the Company’s responses to the comments of the
Staff. The paragraph numbers of this letter correspond to the paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms
used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Amendment.

 Mr. Jay Ingram

Securities and Exchange Commission

 May 14, 2015

 Page
 2

1.
We note on page 2 that you project to pay a distribution of $0.33 per share in the second quarter of 2015 and that you expect the distribution to range between 50% and 60% of Funds Available for Distribution
(FAD). We further note on page 11 that you estimated FAD for the three months ended March 31, 2015 to range between $13,400 and $14,000. Please provide additional qualitative and quantitative disclosures that allow an investor to form a
complete assessment of the prospects for future distributions. For example, we understand that there is no legally binding provision that restricts your ability to make any cash transactions based on FAD. Consequently, your actual ability to make
distributions to shareholders is based on the amount of cash available for that purpose. In 2014, it is clear from page F-9 that your cash distributions to members would not have been possible absent the $0.7 billion 2014 debt and equity financing,
so that fact should be disclosed in order for the contextual disclosure to be complete. Also, include an analysis of any overage or shortfall between FAD on a historical basis and the projected distribution of $0.33 per share. To the extent you have
not historically demonstrated the ability to generate sufficient FAD to support the projected distribution, expand your disclosure to highlight: (i) this fact; (ii) uncertainties in your ability to generate sufficient FAD in the future;
and (iii) the potential sources of cash to fund any future shortfalls.

 The Company has revised its disclosure
on pages 2-3, 8-9, 10-11, 27, 62, 112 and 118 in response to the Staff’s comment.

 The revised disclosure on pages 2-3 and 112 is as
follows:

 We view FTAI as a total return investment comprised of current yield and consistent dividend growth. We currently intend
to pay regular quarterly dividends and to maintain a payout ratio of between 50-60% of funds available for distribution, with remaining amounts used primarily to fund our future acquisitions. As a public company, there can be no assurance that we
will pay dividends in amounts or on a basis consistent with prior distributions to our investors, if at all. See “Dividend Policy.” For the second quarter of 2015, we intend to pay a dividend of $0.33 per share, which will be pro-rated for
the period from the consummation of this offering to the end of the quarter and paid in the third quarter of 2015. We have historically not generated sufficient funds available for distribution to support this payout amount and our ability to
do so is subject to certain uncertainties including the continued performance of our existing Equipment Leasing Business as well as the improvement in the operating performance of our Infrastructure Business including Jefferson Terminal and CMQR.
Furthermore, some of our prior distributions to our investors would not have been possible without proceeds from equity and debt financings. Any shortfalls in the future may be funded with the proceeds from further equity and debt
financings. Since inception through March 31, 2015, we have made a total of fourteen regular quarterly capital distributions which have been characterized as returns of capital to our investors that have
grown consistently over time. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity” for a further discussion of FAD, including its potential

 Mr. Jay Ingram

Securities and Exchange Commission

 May 14, 2015

 Page
 3

limitations as a liquidity measure. We currently target an annual growth rate of at least 10% for our regular dividends. Dividends will be authorized by our board of directors and
declared by us based on a number of factors including actual results of operations, liquidity and financial condition, restrictions imposed by applicable law, our taxable income, our operating expenses and other factors our board of directors deems
relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries and our ability to receive distributions from our
subsidiaries may be limited by the financing agreements to which they are subject, see “—Dividend Policy.” For more information regarding our organizational structure following the consummation of this offering, see
“—Our Organizational Structure.”

 The revised disclosure on pages 8-9 and 118 is as follows:

We Plan to Pay and Grow Our Dividends—We view FTAI as a total return investment comprised of current yield and consistent dividend
growth. Since inception through March 31, 2015, we have made a total of fourteen regular quarterly capital distributions which have been characterized as returns of capital to our investors that have grown
consistently over time. For the years ended December 31, 2014 and 2013, capital distributions to members were approximately $76.0 million and $39.6 million, respectively. See “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Liquidity” for a further discussion of FAD, including its potential limitations as a liquidity measure. We intend to continue paying regular quarterly dividends to our shareholders from funds
available for distribution, and we currently target an annual growth rate of at least 10% for our regular dividends. We currently intend to maintain a payout ratio of between 50-60% of funds available for distribution, with remaining amounts used
primarily to fund our future acquisitions and opportunities. Our ability to pay dividends will also be subject to certain risks and limitations. As a public company, there can be no assurance that we will pay dividends in amounts or on a basis
consistent with prior distributions to our investors, if at all. See “—Our Organizational Structure” for information regarding our organization structure following the consummation of this offering and “Dividend Policy.”

 The disclosure on pages 10-11 has been updated to include the following new disclosure:

Funds Available for Distributions

Funds Available for Distribution (“FAD”) is not a financial measure prepared in accordance with GAAP. The
Company uses FAD in evaluating its ability to meet its stated dividend policy as described in the prospectus. The Company believes that FAD will be a useful metric for investors and analysts for similar purposes. However, as described below, FAD is
subject to a number of limitations and assumptions and there can be no assurance that the Company will generate FAD sufficient to meet its intended dividends. The GAAP measure most directly comparable to FAD is net cash (used in) provided by
operating activities.

 Mr. Jay Ingram

Securities and Exchange Commission

 May 14, 2015

 Page
 4

 Definition

The Company defines FAD as:

•

cash from operating activities

•

plus:

•

principal collections on finances leases,

•

proceeds from the sale of assets, and

•

return of capital distributions from unconsolidated entities,

•

less:

•

payments on debt, and

•

capital distributions to non-controlling interests, and

•

excluding changes in working capital.

Three Months Ended

March 31, 2015

Low

High

(Unaudited)

Range (amounts in thousands except for

share and per share data)

 Cash from Operating Activities

$
5,750

$
6,750

 Add: Principal Collections on Finance Leases

2,750

3,100

 Add: Proceeds from the Sale of Assets

100

150

 Add: Return of Capital Distributions from Unconsolidated Entities

875

975

 Less: Payments on Debt

(3,750
)

(4,750
)

 Less: Capital Distributions to Non-Controlling Interests

—

(200
)

 Exclude: Changes in Working Capital

7,675

8,375

Funds Available for Distribution (FAD) (1)

$
13,400

$
14,400

 Unaudited FAD per share, basic and diluted, as adjusted for the Distribution

0.25

0.27

 Unaudited weighted average shares outstanding, basic and diluted, as adjusted for the Distribution

53,502,873

53,502,873

(1)
Includes an expected FAD impact attributable to our Jefferson Terminal segment for the three months ended March 31, 2015 in the range of $(4) million to $(5) million. FAD does not include equity capital called from
existing limited partners, proceeds from this offering, proceeds from any debt issuance, historical cash and cash equivalents and expected investments in our operations.

 Mr. Jay Ingram

Securities and Exchange Commission

 May 14, 2015

 Page
 5

 For the quarter ended March 31, 2015, capital distributions to
members were approximately $24 million. Our preliminary estimates of the corresponding GAAP operating, investing and financing measures are as follows:

Three Months Ended
March 31, 2015

        Low

        High

(Unaudited) Range

(in thousands)

 Cash from operating activities

$
5,750

$
6,750

 Cash from investing activities

(36,150
)

(35,150
)

 Cash from financing activities

44,125

45,125

 We have provided ranges, rather than specific amounts, for the preliminary results described
above primarily because our financial closing procedures for the three months ended March 31, 2015 are not yet complete and, as a result our final results upon completion of our closing procedures may vary from the preliminary estimates. These
estimates were prepared by and are the responsibility of our management, based upon a number of assumptions, in connection with the preparation of our financial statements. Additional items that may require material adjustments to the preliminary
financial information may be identified. Estimates of results are inherently uncertain and subject to change, and we undertake no obligation to update this information. See “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Application of Critical Accounting Policies,” “Risk Factors—Risks Relating to Our Business” and “Forward-Looking Statements.”

PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any procedures with respect to the preliminary
financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

Limitations

FAD has material limitations as a liquidity measure of the Company because such measure excludes items that are required
elements of the Company’s net cash (used in) provided by operating activities as described below. You should not consider FAD in isolation or as a substitute for analysis of the Company’s results of operations under GAAP and it is not the
only metric that you should consider when evaluating the Company’s ability to meet its stated dividend policy. Specifically:

•

FAD does not include equity capital called from the Company’s existing limited partners, proceeds from this offering, proceeds from any debt issuance or future equity offering, historical cash and cash
equivalents and expected investments in the Company’s operations.

•

FAD does not give pro forma effect to prior acquisitions, certain of which cannot be quantified.

 Mr. Jay Ingram

Securities and Exchange Commission

 May 14, 2015

 Page
 6

•

While FAD reflects the cash inflows from the sale of certain assets, FAD does not reflect the cash outflows to acquire the assets as the Company relies on alternative sources of liquidity to fund such
purchases.

•

FAD does not reflect expenditures related to capital expenditures, acquisitions and other investments as the Company has multiple sources of liquidity and intends to fund these expenditures with the net
proceeds from this offering, future incurrences of indebtedness, additional capital contributions and/or future issuances of equity.

•

FAD does not reflect any maintenance capital expenditures necessary to maintain the same level of cash generation from our capital investments.

•

FAD does not reflect changes in working capital balances as management believes that changes in working capital are primarily driven by short term timing differences which are not meaningful to the
Company’s distribution decisions.

•

Management has significant discretion to make distributions and the Company is not bound by any contractual provision that requires it to use cash for distributions.

If such factors were included in FAD, there can be no assurance that the results would be consistent with the
Company’s presentation of FAD. For example, the Company’s 2014 acquisitions of Jefferson Terminal and CMQR in our Infrastructure business would have had a negative impact on 2014 FAD, as both generated negative operating results, had such
acquisitions been consummated at the beginning of the year.

 Intended Second Quarter Dividend Critical Assumptions

 For the second quarter of 2015, the Company intends to pay a dividend of $0.33 per share, which will be
pro-rated for the period from the consummation of this offering to the end of the quarter and paid in the third quarter of 2015. The Company has historically not generated sufficient funds available for distribution to support this payout amount and
there can be no assurance that the Company will be able to meet its goals.

 The shortfall between our
historical funds available for distribution and our intended second quarter dividend of $0.33 per share primarily relates to fewer owned assets in our Equipment Leasing Business and negative operating performance in our Infrastructure Business
during the historical periods presented below.

 Mr. Jay Ingram

Securities and Exchange Commission

 May 14, 2015

 Page
 7

Historical FAD per share

 Three Months Ended
March 31, 2015

2014 Quarterly
Average

2013 Quarterly
Average

0.25 to 0.27(1)

0.21(1)

0.26(1)

(1)
Per share amount calculated using unaudited weighted average shares outstanding, as adjusted for the Distribution, of 53,502,873

In addition to the factors outlined above, the Company’s ability to pay this dividend is subject to certain critical assumptions,
including:

•

Existing investments in our Equipment Leasing Business continue to generate returns generally consistent with prior performance.

•

Improved performance in our Infrastructure Business, including Jefferson Terminal and