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VIA EDGAR CORRESPONDENCE

April 22, 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. 2 to Registration
Statement on Form S-4

Filed April 1, 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 April 18, 2016 with respect to Triton International Limited’s Amendment No. 2 to the Registration Statement on Form
S-4 filed with the Securities and Exchange Commission (the “Commission”) on April 1, 2016 (“Amendment
No. 2”), and is submitted on behalf of the registrant. Triton International Limited (“Holdco”) has
filed today Amendment No. 3 to the Form S-4 (“Amendment No. 3”) 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. 3. Capitalized terms not otherwise defined
in this letter shall have the meanings set forth in Amendment No. 3.

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 22, 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. 3 marked to show the revisions Holdco has made to Amendment No. 2, including revisions made in response to the Staff’s
comments.

General

 1. To the extent possible, please disclose the following information
about TAL that is currently omitted:

 · the record date;

 · the special meeting date;

 · the number of shares outstanding and the number of shares required to achieve a quorum; and

 · the approximate voting power of TAL’s directors, executive officers, and certain of their affiliates.

Additionally, please disclose the total Holdco
common shares outstanding immediately after the close of the mergers.

Response:

In response to the Staff’s comment, the disclosure
on pages 3, 5, 13, 77 and 187 of Amendment No. 3 has been revised to reflect the record date of the TAL special meeting. The Staff
is respectfully advised that the special meeting date has not yet been determined because the date of the special meeting is impacted
by the timing of the completion of the Staff’s review of the Form S-4. TAL wishes to schedule the special meeting as soon
as practicable and will include that date in the disclosure prior to the effectiveness of the Form S-4.

With respect to the number of shares outstanding
and the number of shares required to achieve a quorum, the disclosure has been revised on pages 3, 13, 77 and 187 of Amendment
No. 3 in response to the Staff’s comment.

With respect to the approximate voting power of TAL’s
directors, executive officers and certain of their affiliates, the disclosure on page 78 of Amendment No. 3 has been revised.

Finally, in response to the Staff’s comment
with respect to the number of Holdco common shares that will be outstanding immediately after the close of the mergers, the disclosure
has been revised on pages 11 and 187 of Amendment No. 3.

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Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 22, 2016, p. 3

Unaudited Pro Forma Combined Forma Combined Financial
Information, page 64

Note 5(b) – Adjustments to Unaudited Pro Forma Combined Balance Sheet, page 70

 2. We note that you are using, in part, TAL’s residual
value estimates for your preliminary estimate of the fair value of TAL’s leasing equipment. As noted in TAL’s Form
10-K for the year ended December 31, 2015, TAL’s residual values were last updated on October 1, 2012. In light of the fact
that selling prices for used containers were exceptionally high from 2010 to 2012 and since then have declined due to a generally
tight global supply and demand balance and declines in steel prices and new container prices, please tell us and revise your disclosures
to clarify how you determined the appropriateness of this estimate.

Response:

The Staff is respectfully advised that in determining
the preliminary estimate of the fair value of TAL’s leasing equipment, Holdco used the cost replacement approach, which estimates
fair value based on the cost of new equipment, less depreciation. Holdco used estimates contained in TAL’s current depreciation
policy, such as useful lives and residual values, in its calculations as these estimates are consistent with the estimates used
by its industry peers and competitors, and thus considered market participant data.

The Staff is also respectfully advised that TAL
bases its residual value estimates, and other long term estimates such as useful life, on historical data trends that incorporate
multiple business cycles. As part of its annual depreciation policy estimate review in 2015, TAL used sales data from the period
of 2004 to 2015 as it is representative of the typical useful life of a container and reflects the cyclical nature of the global
economic environment and more specifically TAL’s industry. This period includes multiple business cycles, and two periods
of weak trade growth (2006 and 2009) and two periods of strong container demand (2008, 2010 - 2012). TAL believes that the 12-year
historical average is the most appropriate length of time to capture the cycles of the business. Please also refer to TAL’s
response to comment no. 1 in the Staff’s comment letter to TAL’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 (dated April 15, 2016) for further information about TAL’s residual value estimates.

TAL is one of the larger container leasing industry
market participants from a revenue and volume perspective. The market conditions and volatility experienced by TAL are also witnessed
by its competitors, including Triton. One of the fundamental premises of the definition of fair value under ASC 820 is: “the
price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date.” Holdco has utilized TAL’s residual value estimates per container type as Holdco believes
these estimates are reflective of a market participant’s view due to TAL’s history and position within the industry.
TAL’s residual value estimates are based upon historical

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Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 22, 2016, p. 4

experience and their expectation of future disposal
prices. Holdco believes the disposal activity of the larger container leasing companies is directionally impacted in a similar
way by certain fundamental industry conditions, specifically, the price of a new container and interest rates. Holdco further believes
a market participant would utilize the same information as utilized by TAL to estimate residual values as an input to the calculation
of the fair value of the leasing equipment.

In response to the Staff’s comment, Holdco
has revised the disclosure in footnote 5(b) in the notes to the unaudited pro forma combined financial statements (on page 70 of
Amendment No. 3) to clarify that estimates used in TAL’s depreciation policy are consistent with useful lives and residual
values that would be used by market participants such as industry peers and competitors.

 3. We note that your estimated fair value of TAL’s leasing
equipment decreased from $3,214,993 as of September 30, 2015 in your original Form S-4 to $3,080,725 as of December 31, 2015 as
reflected in this amendment. Based on your disclosures, is unclear whether this decrease resulted from a change in TAL’s
leasing equipment portfolio or changes in your underlying assumptions. In this regard, we note (i) a change your pro forma assumptions
related to the weighted average remaining life of this equipment and (ii) the carrying value of TAL’s leasing equipment
carrying value increased from approximately $3,857,000 as of September 30, 2015 to $3,908,000 as of December 31, 2015. Please
advise.

Response:

The Staff is respectfully advised that the decrease
in TAL’s leasing equipment fair value of $134.3 million from $3,214,993,000 as of September 30, 2015 in the original Form
S-4 to $3,080,725,000 as of December 31, 2015 as reflected in Amendment No. 2 was a result of using the most recent available
information associated with the costs for new containers combined with normal purchase and disposal activity that occurred during
the fourth quarter of 2015, which increased TAL’s carrying value of leasing equipment from September 30, 2015 to December
31, 2015.

As noted, the preliminary estimate of fair value
of TAL’s leasing equipment was determined using a depreciated replacement value method, which is a form of the “cost
approach,” using currently available information such as the cost for new containers and the container listing by equipment
type and manufacturer year. The cost of new containers is determined based on recent purchases. Holdco updated the underlying assumptions
of the current market cost for various equipment types.  This change was reflective of the weak container leasing industry
during the second half of 2015, which persisted through the first quarter of 2016.  20-foot dry container new purchase prices
decreased from $1,600 to $1,400.  40-foot dry containers and 40-foot high cube dry containers were also adjusted in line with
their respective standard cost

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Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 22, 2016, p. 5

equivalent factors.  Additionally, 40-foot high
cube refrigerated containers were adjusted down from $15,500 to $15,000.

The change in the weighted average useful life of
TAL’s equipment reflected the units being 3-months older and did not reflect a change in the underlying valuation
assumptions.

Note 6(d) – Adjustments to Unaudited Pro Forma
Combined Statements of Operations, page 74

 4. We note your response to prior comment 5. Please expand
your disclosures in Note 6(d) to 4. Clarify why these non-recurring costs that are directly attributable to the mergers are too
uncertain to be considered factually supportable.

Response:

In response to the Staff’s comment, Holdco
has expanded its disclosure in footnote 6(d) in the notes to the unaudited pro forma combined financial statements (on page 74
of Amendment No. 3) to clarify why certain non-recurring costs that are directly attributable to the mergers are too uncertain
to be considered factually supportable.

Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 161

Critical Accounting Policies, page 181

Valuation of long-lived assets – container rental equipment, page 183

 5. We note your disclosure herein simply reiterates your disclosure
in Note 1(n) on page F-13 of your audited financial statements. In light of the deterioration in market leasing rates due to the
substantial decrease in new container prices, the overall weakness in the container leasing market as discussed in your risk factor
on page 39 and elsewhere in your document, and the fact that that the decline in market conditions accelerated in the fourth quarter
of 2015 and into 2016, please address the following comments regarding your accounting and related disclosures:

 · With reference to ASC 360-10-35-21, please expand your disclosures to clarify whether the above facts were negative indicators
that the carrying amount of your leasing equipment may not be recoverable as of December 31, 2015. If so, please revise your disclosure
to identify such negative indicators;

 · Based on your disclosures, we assume you tested these assets for impairment. Please refer to the guidance in ASC 360-10-35-29
through 33 and provide us with the results of your testing, including the underlying material assumptions you relied on in determining
the estimates of future cash flows. Ensure you

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Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 22, 2016, p. 6

provide the support for your
assumptions of future lease pricing for your leases that have historically high rates expiring between 2015 and 2020;

 · If material, please specifically address how you assessed the recoverability of the units not on lease as of December 31, 2105;
and

 · Tell us your consideration of expanding this disclosure to provide additional information regarding your material assumptions
and the sensitivity of those assumptions as it relates to your conclusion that for the year ended December 31, 2015 the only impairment
related container leasing equipment was a $7.2 million charge for equipment that was not expected to be re-leased.

Response:

The Staff is respectfully advised that Triton management
considered the guidance in ASC 360-10-35-17, which states: “an impairment loss shall be recognized only if the carrying
amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived
asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and
eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group)
at the date it is tested for recoverability, whether in use or under development. An impairment loss shall be measured as the
amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value.” ASC 360-10-35-21 notes
that: “a long-lived asset (asset group) shall be tested for recoverability whenever events or changes in circumstances indicate
that its carrying amount may not be recoverable.”

During the second half of 2015, conditions in the
container leasing market deteriorated at a significant pace. Prices for newly built containers declined as input costs (primarily
steel) fell due to a drop in commodity prices (iron ore) and an excess of steel production capacity, particularly in China (the
production source for new containers). Market per diem lease rates for new containers, which are linked to the cost of a newly
built container, declined as well during the second half of 2015. Concurrently, global trade growth slowed during the latter half
of 2015 and, as a result, shipping lines began to off-hire containers at an accelerated pace. In addition, certain leases
that were originated in 2010 expired during 2015 and were extended at rates that were lower than the prevailing rates in 2010.
With the increased volume of off-lease containers, per diem rates for in-fleet lease outs came under pressure and the sale proceeds
for containers in the resale market declined. These negative indicators suggested that the carrying value of Triton’s leasing
equipment may not be recoverable. Triton performed an impairment analysis on its equipment fleet as of December 31, 2015 by comparing
the total undiscounted projected cash flows of each asset group to its net book value. Asset groups were determined based on likelihood
of re-lease and then further grouped by Triton’s designation of an asset as a pooled

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Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

April 22, 2016, p. 7

container or a specific container. Within the pooled
designation, a further grouping was made at the equipment type level and within the specific designation, further groupings were
made by ownership entity and by equipment type. Triton’s impairment testing was limited to its four major equipment types,
which consist of 20-foot dry vans, 40-foot dry vans, 40-foot high cube dry vans and 40-foot high cube refrigerated containers
(representing a total of 94.2% of the net book value of Triton’s fleet as of December 31, 2015).