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CORRESP
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CORRESP

 1114 Avenue of the Americas

 23rd Floor

New York, New York

 10036.7703 USA

Tel 212.880.6000

 Fax 212.682.0200

 www.torys.com

 November 13, 2019

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:

Mara Ransom, Office Chief

 Jennifer Lopez-Molina, Staff Attorney

 Jennifer
Thompson, Branch Chief

 Robert Babula, Staff Accountant

Re:
 Brookfield Infrastructure Corp. and Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-1

Filed September 25, 2019

File Nos. 333-233934 and
333-233934-01

 Amendment No. 1 to Registration
Statement on Form F-1

 Filed November 13, 2019

Dear Ladies and Gentlemen:

 We are submitting
this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”) in
response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated October 25, 2019 relating to the Registration Statement on Form F-1 (Registration Nos. 333-233934 and 333-233934-01) of the Registrants filed with the
Commission on September 25, 2019 (the “Registration Statement”). Amendment No. 1 to the Registration Statement (“Amendment No. 1”) is being filed concurrently herewith. The numbered
paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. In addition to addressing the comments raised by the Staff in its letter, the Company and the Partnership
have revised the Registration Statement to update other disclosures. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 1.

 Securities and Exchange Commission

November 13, 2019

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 Registration Statement on Form F-1

Questions and Answers Regarding the Special Distribution

Do you intend to pay dividends on the class A shares?, page 4

1.
 Please discuss here and on page 12 that dividends will not be declared until after the second anniversary
of the distribution date, if true, as your disclosure regarding the Support Agreement suggests. In this regard, we note your disclosure that the Support Agreement, “pursuant to which Brookfield Infrastructure agrees to provide support to [y]our
company in relation to, among other things, the declaration and payment of dividends, only becomes effective from and after the second anniversary of the distribution date.” If dividends will be paid on the units but not on the class A shares
for the first 2 years following the distribution, tell us why you believe it is appropriate to state that the economic return on the class A shares will be equivalent to the units.

The Registrants advise the Staff that, although the Support Agreement will not be in effect until the second anniversary of the distribution
date, the Company intends to commence paying dividends on the class A shares on the first distribution payment date for the Partnership’s units occurring after the distribution date for the special distribution. In response to the Staff’s
comment, the Registrants have clarified the disclosure on pages 4, 6, 16, 17, 18, 28, 52, 74, 149, and 152 of Amendment No. 1 to make clear that, starting on the first distribution payment date for the Partnership’s units occurring after
the distribution date for the special distribution, the Company intends to declare and pay dividends on its class A shares at the same time as distributions are declared and paid on the Partnership’s units and in the same amounts per class A
share as distributions are declared and paid on each Partnership unit.

2.
 Given the distribution levels you disclose here, tell us why you believe it is appropriate to refer to
dividends on the class A shares and units as “identical,” such as on your prospectus cover page, and pages 5 and 13.

The Registrants advise the Staff that they believe that the dividends on the class A shares and units are “identical” because the
Company intends to declare and pay dividends on its class A shares at the same time as distributions are declared and paid on the Partnership’s units and in the same amounts per class A share as distributions are declared and paid on each
Partnership unit. In response to the Staff’s comment, the Registrants have clarified the disclosure on pages 4, 6, 16, 17, 52 and 74 of Amendment No. 1 to reflect the foregoing. The Registrants further advise the Staff that the
Partnership’s target distribution payout ratio of 60% to 70% of the Partnership’s FFO is determined on a consolidated basis (i.e., taking into account the controlling interest of the Company) and will only determine the target aggregate
amount that would be available for the aggregate distributions/dividends on the Partnership’s units and the Company’s class A shares.

 Securities and Exchange Commission

November 13, 2019

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 Summary, page 9

3.
 Please describe on your prospectus cover page, here and in your risk factor section your capital
structure, including the number of votes per share to which each class of shares is entitled. For example, disclose as you do on page 133, that holders of class B shares will be entitled to cast, in the aggregate, a number of votes equal to three
times the number of votes attached to the class A shares.

 In response to the Staff’s comment, the
Registrants have revised the disclosure on the prospectus cover page and on pages 17 and 43 of Amendment No. 1.

4.
 In an appropriate place in your Summary, please revise to discuss the conflicts of interest that are
present in this transaction as a result of your organizational and ownership structure. For example, discuss the overlapping roles of your board members.

In response to the Staff’s comment, the Registrants have revised the disclosure on page 16 of Amendment No. 1.

Ownership and Organizational Structure, page 12

5.
 Please revise to disclose the economic and voting interests represented in the various entities you
depict here and on page 43.

 In response to the Staff’s comment, the Registrants have revised the disclosure
on pages 15 and 55 of Amendment No. 1.

 Risk Factors, page 16

6.
 Please tell us what consideration was given to including risk factor disclosure for the UK’s pending
withdrawal from the European Union. In this regard, we note that “[y]our initial operations will consist principally of the ownership and operation of...regulated distribution operations in the United Kingdom.”

 In response to the Staff’s comment, the Registrants have added disclosure on page 30 of Amendment
No. 1.

 Any holder requesting an exchange of their class A shares for which our company or the partnership elects to provide units..., page
20

7.
 We note your disclosure that “any holder whose class A shares are subsequently exchanged for units
or its cash equivalent will not receive such units or cash for up to ten (10) business days after the applicable request is received.” Please disclose how investors will know as of what date you intend to effectuate the exchange,
regardless of the amount of time it takes to process the exchange. In this regard, we note your disclosure that “during this period, the market price of units may decrease...affect[ing] the value of the consideration to be received by the
holder of class A shares.”

 Securities and Exchange Commission

November 13, 2019

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 The Registrants advise the Staff that, as disclosed in the Registration Statement, class A
shareholders will be aware of the fact that it may take up to 10 business days to effect an exchange of class A shares for units or the cash equivalent (as determined as described in the Registration Statement). Upon receipt of any exchange request,
the Partnership will be unable to know at the time of such exchange request what the specific date on which such exchange will occur, although the Registrants will endeavor to consummate such exchange as soon as is reasonably possible under the
circumstances and in no event more than 10 business days from the date of such exchange request. Since the class A shares will most likely be held in book-entry form, we would expect that each class A shareholder that submits an exchange request
will be contacted by their broker upon receipt of any securities into their brokerage account in accordance with the broker’s normal practice as the Registrants do not envision contacting an investor directly in such a scenario. Further, the
exchange mechanism will not be the only method of liquidity for a class A shareholders, and if a class A shareholder was concerned about any possible decrease in the value of the shares and/or units in the time between submission of an exchange
request and the satisfaction of such exchange request (as will be disclosed to each class A shareholder), such shareholder would also have the option to sell class A shares on the TSX or the NYSE.

The Registrants further advise the Staff that since it is the intent that exchanging class A shareholders will receive a unit upon any exchange
request, the time at which class A shareholder receives units will not impact the exchange ratio since each class A share will be exchangeable into units on a
one-for-one basis.

 Finally, the Registrants note that the
cash amount payable in the event that cash is used to satisfy an exchange request will be equal to the NYSE closing price of one unit on the date that the request for exchange is received by the transfer agent. As a result, a decrease in the value
of the units after that date will not affect the amount of cash received.

 The Special Distribution

Background to and Purpose of the Special Distribution, page 39

8.
 Where you state that the special distribution “provides investors with the flexibility to own the
economic equivalent of units through the ownership of [your] class A shares,” please revise to clarify that the class A shares represents a fractional economic equivalent to the units, given the ratio applicable to the distribution.
Alternatively, if you are trying to convey that the economic equivalent is realizable via the exchange feature, if exercised, please state as much.

The Registrants advise the Staff that each class A share does not represent a fractional economic equivalent to a unit but a one for one
equivalent of a unit given that (i) the Company intends to declare and pay dividends on its class A shares at the same time as distributions are declared and paid on the Partnership’s units and in the same amounts per class A share as
distributions are declared and paid on each Partnership unit and (ii) the exchange feature associated with each class A share. In response to the Staff’s comment, the Registrants have clarified the disclosure on pages 5, 6, 11, 50, 52, and
74 of Amendment No. 1 to reflect the foregoing.

 Securities and Exchange Commission

November 13, 2019

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9.
 Your free writing prospectus mentions the higher-after tax yield available to certain investors, in
addition to the favorable tax reporting framework, however, you do not mention this objective here. Please revise or advise.

In response to the Staff’s comment, the Registrants have revised the disclosure on pages 3, 14, 49 and 148 of Amendment No. 1.

Mechanics of the Special Distribution, page 40

10.
 In an appropriate place in your prospectus, please elaborate upon how and why the special distribution
ratio of one class A share for every nine units held was determined. As a related matter, please disclose how and why it was determined that the principal business and assets you would hold would be the regulated gas transmission systems in Brazil
and the regulated distribution operations in the United Kingdom. Please also explain how the exchange ratio feature was determined.

In response to the Staff’s comment, the Registrants have revised the disclosure on pages 8 and 51 of Amendment No. 1.

11.
 We note your disclosure that you currently intend to satisfy any exchange requests on the class A shares
through the delivery of units rather than cash. Please tell us why and what factors you will take into account in the future in making this determination.

The Registrants advise the Staff that upon any exchange request by a holder of a class A share, the Partnership will determine the form of
payment to be delivered to such exchanging holder. Although it is the Partnership’s current intention to satisfy any exchange request through the delivery of units, the factors that the Partnership may consider when determining whether to
satisfy any such exchange request for cash rather than units would include, without limitation, compliance with applicable securities laws governing the issuance of the units in exchange for class A shares, changes in law (including the Bermuda
limited partnership laws), the Partnership’s available consolidated liquidity, and any change in the tax consequences to the Partnership or to a holder as a result of delivery of units. The Registrants have added disclosure on pages 4, 10, and
50 of Amendment No. 1 to reflect the foregoing.

12.
 Please disclose the consideration you intend to provide in exchange for Brookfield Infrastructure’s
interest in the portions of the business being transferred to you, including the loan and shares to be issued.

In response to the Staff’s comment, the Registrants have revised the disclosure on page 51 of Amendment No. 1.

 Securities and Exchange Commission

November 13, 2019

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 Dividend Policy, page 41

13.
 Please indicate whether or not you currently expect that comparable cash dividends paid to the units
historically will continue to be paid in the future, and if not, the nature of the change in the amount or rate of cash dividend payments. For example, the amounts of your historical dividend(s) would put this disclosure in greater context. In this
regard, we note your disclosure that you expect dividends on the class A shares will be declared at the same time and in the same amount as distributions are made on units.

In response to the Staff’s comment, the Registrants have revised the disclosure on pages 52 and 178 of Amendment No. 1.

14.
 If there are any restrictions upon your ability to pay dividends, such as in any of your loan or credit
agreements, please disclose them here.

 In response to the Staff’s comment, the Registrants have revised the
disclosure on page 52 of Amendment No. 1.

 Capitalization, page 42

15.
 We note you will have three classes of common shares outstanding after the transfer of the Business.
Since you will have multiple classes of shares following the transfer, please revise this disclosure to separately quantify the number of pro forma shares issued and outstanding for each class of share. Please also apply this comment to your pro
forma financial statement disclosures.

 In response to the Staff’s comment, the Registrants have revised the
disclosure on pages 54 and 62 of Amendment No. 1.

16.
 For the ease of your investors, please revise your table to quantify Total Capitalization. Refer to Item
4(a) of Form F-1 and Item 3.B. of Form 20-F.

In response to the Staff’s comment, the Registrants have revised the disclosure on page 54 of Amendment No. 1.

17.
 We note that a significant portion of your share capital is classified in your pro forma financial
statements as a current liability and is not reflected in this capitalization table. Please tell us the factors you considered when concluding it does not represent a portion of your capitalization.

In response to the Staff’s comment, the Registrants have revised the Company’s capitalization table on page 54 of Amendment
No. 1 to include share capital classified as current liability.

 Securities and Exchange Commission

November 13, 2019

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 Corporate Structure, page 43

18.
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