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VIA EDGAR CORRESPONDENCE

April 1, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pamela Long, Assistant Director

    Re:
    Triton International Limited

    Amendment No. 1 to Registration Statement on Form S-4

    Filed February 5, 2016

    File No. 333-208757

Dear Ms. Long:

This letter responds to the
comments contained in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”)
dated February 19, 2016 with respect to Triton International Limited’s Amendment No. 1 to the Registration Statement on Form
S-4 filed with the Securities and Exchange Commission (the “Commission”) on February 5, 2016 (“Amendment
No. 1”), and is submitted on behalf of the registrant. Triton International Limited (“Holdco”) has
filed today Amendment No. 2 to the Form S-4 (“Amendment No. 2”) together with this letter via EDGAR correspondence.

For your convenience, the
text of the Staff’s comments is set forth in bold below, followed by the response to each comment. Unless otherwise indicated,
all page references in the responses set forth below are to the pages of Amendment No. 2. Capitalized terms not otherwise defined
in this letter shall have the meanings set forth in Amendment No. 2.

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 1, 2016, p. 2

In addition to submitting
this letter via EDGAR correspondence, we are also delivering to the Staff by courier five courtesy copies of a version of Amendment
No. 2 marked to show the revisions Holdco has made to Amendment No. 1, including revisions made in response to the Staff’s
comments.

Risk Factors, page 34

If Holdco is unable to finance capital
expenditures…page 44

 1. We note your disclosure that early amortization events may occur in loans used by Triton’s subsidiaries that will cause
these subsidiaries to use all available cash flows to repay these loans. Please disclose here, or in an appropriate section of
your registration statement, these early amortization events.

Response:

In response to the Staff’s
comment, the disclosure on pages 44 and 45 of Amendment No. 2 has been expanded.

Unaudited Pro Forma Combined Forma
Combined Financial Information, page 64

Notes to Unaudited Pro Forma Financial
Information, page 68

 2. We note your response to prior comment 8. Please address what consideration was given to including these dividend payments
as part of your merger consideration.

Response:

The
Staff is respectfully advised that TAL's ability to continue to make dividend payments of up to $1.44 per share prior to the closing
of the mergers, which includes a $0.54 per share special dividend expected to be paid to holders of TAL common stock immediately
prior to the closing of the mergers, was an element of the parties’ negotiation of the merger consideration payable to TAL
shareholders in the transaction and is explicitly permitted under the terms of the transaction agreement. Given that TAL has publicly
announced its intention to pay these dividends prior to the closing, the dividend payments are already reflected in TAL’s
stock price and should not be considered a separate component of merger consideration. Upon the announcement of the merger on November
9, 2015, the TAL stock price increased from $17.35, the stock price at the close on the day immediately preceding the announcement,
to $18.85, representing an 8.7% increase. In the two week period following the announcement, the TAL stock price increased to an
average of $18.75, representing an 8.1% increase over the pre-announcement stock price. This increase is directly attributable
to the announcement of the total consideration payable to the holders of the TAL common stock in the merger based on known or knowable
information, which includes both the equity component and expected dividends to be paid to TAL stockholders. Moreover, the two
$0.45 per share dividends that have

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Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 1, 2016, p. 3

already
been declared and paid reflect a continuation of TAL’s regular quarterly dividend practices for periods prior to the closing,
and such dividends were not contingent upon the occurrence of the closing of the mergers. With respect to the remaining $0.54 per
share special dividend, such special cash dividend has not been declared and the record date for the special cash dividend will
not be set until closer to the closing of the mergers. Since holders of TAL common stock as of the time of the closing of the mergers
are expected to receive both a share of Holdco common stock and the special cash dividend for each share of TAL common stock held
by such holder, the value of the special cash dividend should continue to be reflected in the TAL trading price (i.e., TAL common
stock is not currently trading ex-dividend). Additional disclosure to this effect has been added on page 69 of Amendment No. 2.

Note 1 – Basis of Pro Forma Presentation,
page 68

 3. We note your response to prior comment 10 as it relates to the relative voting rights in the combined entity and have the following
additional comments.

 · With regard to your assessment of the limited circumstances in which the Sponsor Shareholder voting restrictions are expected
to be applicable, please explain the business purpose of the voting restrictions set forth in the Sponsor Shareholder Agreement;

 · You indicate that “many” significant matters that would be submitted to shareholders of the combined entity
for approval would first be approved by the Holdco Board. Please explain the nature of the significant matters that would not first
be approved by the Holdco Board and address how you contemplated those matters in your determination that notwithstanding the Sponsor
Shareholder Agreement, Triton shareholders will have voting control; and

 · You indicate that the Sponsor Shareholders will have significant influence in the selection of the directors nominated to
serve on the Holdco Board due, in part, to their right to have one of their director designees appointed to Holdco’s Nominating
and Corporate Governance Committee. Please tell us how many members there are on this committee.

Response:

The
Staff is respectfully advised that the business purpose of the voting limitations is to provide TAL’s stockholders with protections
against control over the combined company being exerted by the Sponsor Shareholders (who will collectively own approximately 42%
of the combined company’s outstanding shares) over certain enumerated matters. As negotiated by the parties, these voting
limitations apply only

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Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 1, 2016, p. 4

to
(i) the election or removal of directors on the Holdco Board (other than contested elections (for which the Sponsor Shareholders
would be required to vote for the slate of candidate proposed by the Holdco Board) or the election, removal or replacement of the
Sponsor Shareholder designees on the Holdco Board) and (ii) shareholder proposals and extraordinary transactions unless they are
approved by a majority of the Holdco Board and, in the case of an extraordinary transaction, such extraordinary transaction provides
equal treatment to all Holdco common shares. Matters such as shareholder proposals approved by the Holdco Board, extraordinary
transactions that are approved by the Holdco Board and provide equal treatment to all Holdco common shares, and any other matter
approved and put to a shareholder vote by the Holdco Board (e.g., amendments to the Holdco bye-laws proposed by the Holdco Board)
are excluded from the voting limitations, and the Sponsor Shareholders would be free to vote their shares in their sole discretion
on these matters. While matters that are approved by the Holdco Board are expected to make up the vast majority of the matters
submitted to a vote of the Holdco shareholders, matters that could be submitted to a vote of the Holdco shareholders without prior
Holdco Board approval include shareholder proposals made pursuant to Rule 14a-8 promulgated under the Exchange Act as well as matters
proposed at a special general meeting requisitioned by Holdco’s shareholders under Bermuda law. These factors were considered
by Holdco in making the accounting acquirer determination and, given the limited circumstances in which the Sponsor Shareholder
voting restrictions would apply relative to those in which the voting restrictions would not apply, Holdco concluded that former
Triton shareholders will have greater overall voting power in the combined entity relative to the former TAL stockholders.

The
Staff is further respectfully advised that Holdco expects that the Nominating and Corporate Governance Committee will consist of
three members. The Sponsor Shareholders will have the right to have one of their director designees appointed to this committee
and the remaining two members of the committee will be selected by the entire Holdco Board. It is also expected that the Chairman
of the Nominating and Corporate Governance Committee will be one of the director designees of the Sponsor Shareholders. Accordingly,
it is expected that the Sponsor Shareholders will have significant influence over the actions of this committee and, as a result,
the selection of the directors nominated to serve on the Holdco Board.

Note 3- Preliminary Merger Consideration,
page 69

 4. You indicate that the quoted market price of TAL has been determined to be the most factually supportable measure available
to support the determination of the fair value of the consideration transferred, given the market participant element of a widely
held stock in an actively traded market. However, it is not clear how the quoted market price of TAL reflects the premium over
the pre-combination fair value of the equity interest of TAL that you have alluded to in response to prior comment 10. Please provide
us a more robust analysis of the

    4

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 1, 2016, p. 5

appropriateness of your accounting.
Include a summary of the implied per share values of Triton as determined by the valuation analyses presented in this Form S-4.

Response:

The Staff is respectfully advised
that ASC 805-30-30-2 provides that, in an exchange of equity interests, an acquiree’s stock may be a more reliable measure
of fair value. Since Triton does not have a readily observable market price for its equity interests, Holdco looked to an alternative
method in determining the fair value for the equity exchanged. The quoted price of TAL shares has been determined to be the most
factually supportable measure available to support the determination of the fair value of the consideration transferred, given
the market participant element of a widely-held stock in an active trading market. Since the purchase accounting for the transaction
will be based on the pre-combination fair value of the equity interests of TAL on the closing date of the mergers, Holdco believes
that using the recent market price of the TAL shares for the unaudited pro forma combined financial information provides the best
approximation of the fair value of the consideration to be transferred at the closing.

In response to the Staff’s
question as to how the quoted market price of TAL reflects the premium over the pre-combination fair value of the equity interests
of TAL, the Staff is respectfully advised that, as discussed above, upon the announcement of the merger on November 9, 2015, the
TAL stock price increased from $17.35, the stock price at the close on the day immediately preceding the announcement, to $18.85,
representing an 8.7% increase. In the two week period following the announcement, the TAL stock price increased to an average of
$18.75, representing a 8.1% increase over the pre-announcement stock price. This increase is directly attributable to the announcement
of the total consideration payable to the holders of the TAL common stock in the merger based on known or knowable information,
which includes both the equity component and expected dividends to be paid to TAL stockholders (TAL is permitted to declare and
pay dividends in an aggregate amount up to $1.44 per share). Subsequently, the TAL stock price has been extremely volatile, which
Holdco believes to be a result of global economic indicators impacting the container shipping industry, such as the price of steel
and trade growth, and not due to new known or knowable information about the relative values of the respective equity interests
of TAL and Triton. This belief is supported by the fact that the stock prices for TAL’s publicly traded peers have been similarly
volatile since the announcement of the mergers.

As described on pages 101-103 of
Amendment No. 2, BofA Merrill Lynch’s opinion summarized in the Form S-4 was limited to the fairness, from a financial point
of view, of the TAL exchange ratio (taking into account the Triton merger) to the holders of TAL common stock. BofA Merrill Lynch’s
valuation analyses with respect

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Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 1, 2016, p. 6

to Triton were not performed for
the purpose of yielding a pre-combination fair value of Triton or its shares. Accordingly, Holdco respectfully submits that
the implied per share values of Triton presented in the Form S-4 are not a reliable measure of fair value of the equity to be exchanged
in the proposed transaction for purposes of the unaudited pro forma financial statements.

Finally, as discussed in Holdco’s
response to prior comment 10, the determination of which entity will pay a premium over the pre-combination fair value is one of
several factors considered within the guidance of ASC 805-10-55-11 through 55-15 in order to determine the accounting acquirer.
In accordance with ASC 805-10-55-12(e), the accounting acquirer usually is the combining entity that pays a premium over the pre-combination
fair value of the equity interests of the other combining entity or entities. This factor is considered in any circumstance in
which equity instruments are exchanged. In addition to the considerations described in Holdco’s response to prior comment
10, Holdco also considered the relative contribution of TAL and Triton of the combined entity specifically related to net income
(which the investment community and research analysts tend to rely upon when valuing TAL and its publicly-traded peers) to determine
if a premium was paid over the pre-combination fair value. TAL’s GAAP net income for the twelve months ended September 30,
2015 as a percentage of the new combined company would have been approximately 41%, indicating an implied ownership for TAL stockholders
of approximately 41%. Holdco further considered other selected financial information including adjusted pre-tax income and total
revenues, with both measures indicating an implied ownership for TAL stockholders of approximately 42% and 38%, respectively. Given
the similarities of the businesses and industry for which they operate, as TAL stockholders will receive approximately 45% of the
shares in the combined entity, this analysis suggests that TAL stockholders received a premium.

While Holdco believes that Triton
will be paying a premium over the pre-combination fair value of TAL’s equity interests for the reasons set out above and
in its response to prior comment 10, Holdco acknowledges that, as Triton is a private company that is not actively traded on any
market, Holdco is unable to ascertain a pre-combination fair value of Triton from which any conclusions about the existence of
a premium can be drawn. Nevertheless, Holdco believes that, even if the payment