SecProbe.io

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 FTAI INFRASTRUCTURE INC.
 1345 Avenue of the Americas, 45 th Floor
 New York, NY 10105

 May 23, 2025

 VIA EDGAR AND EMAIL

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street NE
 Washington, D.C. 20549

 Attn:

 Anuja Majmudar

 Re:

 FTAI Infrastructure Inc.

 Registration Statement on Form S-3 (File No. 333-287375)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 We refer to the registration statement on Form S-3 (File No. 333-287375) (the “ Registration Statement ”), of FTAI Infrastructure Inc. (the “ Company ”).

 In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effectiveness of the Registration Statement be accelerated so that it may become
 effective at 4:00 p.m. (Eastern time) on Wednesday, May 28, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Please call Michael J. Schwartz of Skadden, Arps, Slate, Meagher & Flom LLP, at (212) 735-3694, to confirm the effectiveness of the Registration Statement.

 Very truly yours,

 FTAI Infrastructure Inc.

 By:

 /s/ Kenneth J. Nicholson

 Name:

 Kenneth J. Nicholson

 Title:

 Chief Executive Officer and President

 (Principal Executive Officer)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Kenneth J. Nicholson
Chief Executive Officer and President
FTAI Infrastructure Inc.
1345 Avenue of the Americas, 45th Floor
New York, NY 10105

 Re: FTAI Infrastructure Inc.
 Registration Statement on Form S-3
 Filed May 16, 2025
 File No. 333-287375
Dear Kenneth J. Nicholson:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Michael J. Schwartz
</TEXT>
</DOCUMENT>

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  November 30, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Alyssa Wall

              Re:

              FTAI Infrastructure Inc.

    Registration Statement on Form S-3

    Filed November 22, 2022

    File No. 333-268507

    Dear Ms. Wall:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, FTAI Infrastructure Inc. (the “Registrant”) hereby requests acceleration of the effective
      date of its Registration Statement on Form S-3 filed on November 22, 2022 (File No. 333-268507) to 4:00
      p.m., Eastern Time, on December 2, 2022, or as soon as practicable thereafter.

    The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Michael J. Schwartz of Skadden, Arps, Slate, Meagher
      & Flom LLP at (212) 735-3694 and that such effectiveness also be confirmed in writing.

    * * *

    [Signature Page Follows]

      United States Securities and Exchange Commission

      November 30, 2022

      Page 2

            Very truly yours,

            FTAI Infrastructure Inc.

            By:

            /s/ BoHee Yoon

            Name:

            BoHee Yoon

            Title:

            Secretary

    cc: Michael J. Schwartz, Esq.

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    November 30, 2022

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Alyssa Wall

          Re:

            FTAI Infrastructure Inc.

              Registration Statement on Form S-3

              Filed November 22, 2022

              File No. 333-268508

    Dear Ms. Wall:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, FTAI Infrastructure Inc. (the “Registrant”) hereby requests acceleration of the effective
      date of its Registration Statement on Form S-3 filed on November 22, 2022 (File No. 333-268508) to 4:00 p.m., Eastern Time, on December 2, 2022, or as soon as
      practicable thereafter.

    The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Michael J. Schwartz of Skadden, Arps, Slate, Meagher
      & Flom LLP at (212) 735-3694 and that such effectiveness also be confirmed in writing.

    * * *

    [Signature Page Follows]

    United States Securities and Exchange Commission

    November 30, 2022

    Page 2

            Very truly yours,

            FTAI Infrastructure Inc.

            By:

            /s/ BoHee Yoon

            Name:

            BoHee Yoon

            Title:

            Secretary

    cc: Michael J. Schwartz, Esq.

United States securities and exchange commission logo
November 29, 2022
Kenneth Nicholson
Chief Executive Officer
FTAI Infrastructure Inc.
1345 Avenue of the Americas, 45th Floor
New York, New York 10105
Re:FTAI Infrastructure Inc.
Registration Statement on Form S-3
Filed November 22, 2022
File No. 333-268508
Dear Kenneth Nicholson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael J. Schwartz

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    July 13, 2022

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549-3628

              Attn:

              Jessica Livingston

             Re:

              FTAI Infrastructure LLC

                Registration Statement on Form 10-12B

                File No. 001-41370

                REQUEST FOR ACCELERATION OF EFFECTIVENESS

    Dear Ms. Livingston:

    Reference is made to the Registration Statement on Form 10 (File No. 001-41370) (as amended, the “Registration Statement”) filed by FTAI Infrastructure LLC (the “Company”) with the U.S. Securities
      and Exchange Commission (the “Commission”).

    The Company hereby respectfully requests that the effective date of the Registration Statement be accelerated to 4:30 pm., Eastern time, on July 15, 2022, or as soon as practicable thereafter,
      pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 promulgated thereunder. The reason for this request is, on July 11, 2022, the board of directors of Fortress Transportation and Infrastructure
      Investors LLC (“FTAI”) took several actions in connection with the spin-off of the Company from FTAI, including setting a record date of July 21, 2022 (the “Record Date”) and setting an anticipated distribution date of August 1, 2022. FTAI and the
      Company wish to (1) commence trading on the Nasdaq on a "when issued" basis as soon as practicable and potentially as early as July 20, 2022, and (2) immediately after the Record Date commence the mailing of the information statement, which is filed
      as an exhibit to the Registration Statement.

    If the staff of the Commission has any questions or comments concerning this letter, or if you require any additional information, please feel free to contact Michael J. Schwartz of Skadden at (212)
      735-3694. The Company requests that it be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Schwartz and that such effectiveness also be confirmed in writing.

    [Remainder of Page Intentionally Left Blank]

            Very truly yours,

            FTAI Infrastructure LLC

            By:
            /s/ Kevin Krieger

              Name:

              Kevin Krieger

              Title:

              Secretary

          cc:

            Joseph A. Coco, Esq.

              Skadden, Arps, Slate, Meagher & Flom LLP

                Blair T. Thetford, Esq.

                Skadden, Arps, Slate, Meagher & Flom LLP

      FTAI Infrastructure Acceleration Request

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              SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

              VIA EDGAR TRANSMISSION

                Division of Corporation Finance

                U.S. Securities and Exchange Commission

                100 F Street, N.E.

                Washington, D.C. 20549

                Attn:     Mr. Tony Watson

              ONE MANHATTAN WEST

                NEW YORK, NY 10001

                TEL: (212) 735-3000

                FAX: (212) 735-2000

                www.skadden.com

                July 12, 2022

               FIRM/AFFILIATE

              OFFICES

                BOSTON

                CHICAGO

                HOUSTON

                NEW YORK

                PALO ALTO

                WASHINGTON, D.C.

                WILMINGTON

                BEIJING

                BRUSSELS

                FRANKFURT

                HONG KONG

                LONDON

                MUNICH

                PARIS

                SÃO PAULO

                SEOUL

                SHANGHAI

                SINGAPORE

                TOKYO

                TORONTO

                Re:

                FTAI Infrastructure LLC

                Amendment No. 2. To Registration Statement on Form 10

                  Submitted July 1, 2022 (CIK No. 0001899883)

          Dear Mr. Watson,

          On behalf of our client, Fortress Transportation and Infrastructure Investors LLC (“Our Client” or “FTAI”), we hereby provide responses to a comment received from the staff (the “Staff”) of the
            Securities and Exchange Commission (the “Commission”) by letter dated July 8, 2022 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1. to Registration Statement on Form 10 submitted by FTAI Infrastructure
            LLC (a subsidiary of Our Client, the “Company” or “FTAI Infrastructure”) to the Commission on May 24, 2022 (the “Registration Statement” or “Amendment No. 2”).

          Concurrently with the submission of this letter, the Company is submitting, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, an Amendment No. 3 to the Registration
            Statement on Form 10 (“Amendment No. 3”) in response to the Staff’s comment and to reflect certain other changes.

          The headings and paragraph numbers in this letter correspond to those 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 Amendment No. 3. All references to page numbers and captions (other than those in the Staff’s comment and unless otherwise stated) correspond to the page numbers
            and captions in Amendment No. 3.

        * * * * *

        Mr. Watson

          Securities and Exchange Commission

          July 12, 2022

          Page 2

          Risks Related to Our Common Stock

          Our bylaws will contain exclusive forum provisions for certain claims..., page 46

          1.          Refer to your
              disclosure here and on page 135 that your “bylaws will provide that the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act.” Your bylaws filed with this amendment do not
              specify that the exclusive forum provision is inapplicable to Exchange Act suits. Please revise and refile your bylaws consistent with your disclosures or advise.

          Response: In response to the Staff’s comment, the Company revised the Amended and Restated By-Laws of the
              Company (the “Bylaws”), as reflected in Exhibit 3.2 of the Amended Registration Statement, to add the following language to Section 9.1(e) of the Bylaws: “For the avoidance of doubt, nothing contained in this Section 9.1 shall apply to any
              action brought to enforce a duty or liability created by the Exchange Act.”

         Mr. Watson

          Securities and Exchange Commission

          July 12, 2022

          Page 3

          We thank you for your prompt attention to this letter responding to the Comment Letter and look forward to hearing from you at your earliest convenience.  If you have any questions regarding this filing, please contact Michael Schwartz at
            (212) 735-3694.

                Sincerely,

                  /s/ Michael J. Schwartz

                Michael J. Schwartz

                Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
July 8, 2022
Kevin Krieger
Secretary
FTAI Infrastructure LLC
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Re:FTAI Infrastructure LLC
Amendment No. 2 to Form 10-12B
Filed July 1, 2022
File No. 001-41370
Dear Mr. Krieger:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment to Form 10-12B filed July 1, 2022
Risks Related to Our Common Stock
Our bylaws will contain exclusive forum provisions for certain claims..., page 46
1.Refer to your disclosure here and on page 135 that your "bylaws will provide that the
exclusive forum provision does not apply to suits brought to enforce any duty or liability
created by the Exchange Act."  Your bylaws filed with this amendment do not specify that
the exclusive forum provision is inapplicable to Exchange Act suits. Please revise and
refile your bylaws consistent with your disclosures or advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameKevin Krieger
 Comapany NameFTAI Infrastructure LLC
 July 8, 2022 Page 2
 FirstName LastName
Kevin Krieger
FTAI Infrastructure LLC
July 8, 2022
Page 2
            You may contact Tony Watson at (202) 551-3318 or Theresa Brillant at (202) 551- 3307
if you have questions regarding comments on the financial statements and related matters. Please
contact Jessica Livingston at (202) 551-3448 or Eric Envall at (202) 551-3234 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Blair T. Thetford

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            SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

            VIA EDGAR TRANSMISSION

              Division of Corporation Finance

              U.S. Securities and Exchange Commission

              100 F Street, N.E.

              Washington, D.C. 20549

              Attn:     Mr. Tony Watson

            ONE MANHATTAN WEST

              NEW YORK, NY 10001

              TEL: (212) 735-3000

              FAX: (212) 735-2000

              www.skadden.com

              July 1, 2022

             FIRM/AFFILIATE

            OFFICES

              BOSTON

              CHICAGO

              HOUSTON

              NEW YORK

              PALO ALTO

              WASHINGTON, D.C.

              WILMINGTON

              BEIJING

              BRUSSELS

              FRANKFURT

              HONG KONG

              LONDON

              MOSCOW

              MUNICH

              PARIS

              SÃO PAULO

              SEOUL

              SHANGHAI

              SINGAPORE

              TOKYO

              TORONTO

              Re:

              FTAI Infrastructure LLC

              Amendment No. 1. To Registration Statement on Form 10

              Submitted May 24, 2022 (CIK No. 0001899883)

      Dear Mr. Watson,

      On behalf of our client, Fortress Transportation and Infrastructure Investors LLC (“Our Client” or “FTAI”), we hereby provide responses to a comment received
        from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 2, 2022 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1. to Registration Statement on
        Form 10 submitted by FTAI Infrastructure LLC (a subsidiary of Our Client, the “Company” or “FTAI Infrastructure”) to the Commission on May 24, 2022 (the “Registration Statement” or “Amendment No. 1”).

      Concurrently with the submission of this letter, the Company is submitting, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
        system, an Amendment No. 2 to the Registration Statement on Form 10 (“Amendment No. 2”) in response to the Staff’s comment and to reflect certain other changes.

      The headings and paragraph numbers in this letter correspond to those 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 Amendment No. 2. All references to page numbers and captions (other than those in the Staff’s comment and unless otherwise
        stated) correspond to the page numbers and captions in Amendment No. 2.

      * * * * *

      Mr. Watson

        Securities and Exchange Commission

        July 1, 2022

        Page 2

      Amendment No. 1. To Form 10 filed May 24, 2022

      Unaudited Pro Forma Combined Consolidated Financial Information, page 59

                1.

                We note your response to prior comment 4. Please tell us and consider disclosing how you arrived at the $10 per share price for your common stock in Noted 2(d)
                  on page 66.  Also, please tell us if you performed any valuations of the spin-off in relation to the $300 million preferred equity and how that relates to the $10 per share value used for your common stock.

      Response: The Company respectfully advises the Staff that the $10 per share price for common stock was based on the exercise price of preferred stock warrants
        negotiated with a third party, and the disclosure also included the corresponding impact from a $1 change to the per share price on the valuation and related accretion.

      The Company has reconsidered this assumption and believes that the book value of equity is a reasonable approximation of fair value consistent with valuations performed,
        and reflects an appropriate discount to the preferred shares. Accordingly, the Company has updated its pro forma financial statements to reflect a $6.50 per share price of common stock. This per share price approximates the book value of
        shareholder’s equity per outstanding common share as of the date of the pro forma balance sheet.

       Mr. Watson

        Securities and Exchange Commission

        July 1, 2022

        Page 3

      We thank you for your prompt attention to this letter responding to the Comment Letter and look forward to hearing from you at your earliest convenience.  If you have any
        questions regarding this filing, please contact Michael Schwartz at (212) 735-3694.

              Sincerely,

                /s/ Michael J. Schwartz

              Michael J. Schwartz

              Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
June 2, 2022
Kevin Krieger
Secretary
FTAI Infrastructure LLC
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Re:FTAI Infrastructure LLC
Amendment No. 1 to Form 10
Filed May 24, 2022
File No. 001-41370
Dear Mr. Krieger:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Form 10 filed May 24, 2022
Unaudited Pro Forma Combined Consolidated Financial Information, page 59
1.We note your response to prior comment 4.  Please tell us and consider disclosing how
you arrived at the $10 per share price for your common stock in Note 2(d) on page 66.
Also, please tell us if you performed any valuations of the spin-off in relation to the $300
million preferred equity raise and how that relates to the $10 per share value used for
your common stock.

 FirstName LastNameKevin Krieger
 Comapany NameFTAI Infrastructure LLC
 June 2, 2022 Page 2
 FirstName LastName
Kevin Krieger
FTAI Infrastructure LLC
June 2, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tony Watson at (202) 551-3318 or Theresa Brillant at (202) 551- 3307
if you have questions regarding comments on the financial statements and related matters.
Please contact Jessica Livingston at (202) 551-3448 or Eric Envall at (202) 551-3234 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Blair T. Thetford

CORRESP
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            Skadden, Arps, Slate, Meagher & Flom llp

            ONE MANHATTAN WEST

            NEW YORK, NY 10001

              TEL: (212) 735-3000

            FAX: (212) 735-2000

            www.skadden.com

            FIRM/AFFILIATE

            OFFICES

                BOSTON

            CHICAGO

            HOUSTON

            NEW YORK

            PALO ALTO

            WASHINGTON, D.C.

            WILMINGTON

                  BEIJING

            BRUSSELS

            FRANKFURT

            HONG KONG

            LONDON

            MOSCOW

            MUNICH

            PARIS

            SÃO PAULO

            SEOUL

            SHANGHAI

            SINGAPORE

            TOKYO

            TORONTO

            May 24, 2022

      VIA EDGAR TRANSMISSION

      Division of Corporation Finance

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

      Attn:          Mr. Tony Watson

              Re:

              FTAI Infrastructure LLC

              Registration Statement on Form 10

              Submitted April 29, 2022 (CIK No. 0001899883)

      Dear Mr. Watson,

      On behalf of our client, Fortress Transportation and Infrastructure Investors LLC (“Our Client” or “FTAI”), we hereby provide responses to comments received from the staff (the “Staff”) of the
        Securities and Exchange Commission (the “Commission”) by letter dated May 9, 2022 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form 10 submitted by FTAI Infrastructure LLC (a subsidiary of Our
        Client, the “Company” or “FTAI Infrastructure”) to the Commission on April 29, 2022 (the “Registration Statement”).

      Concurrently with the submission of this letter, the Company is submitting, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, an Amendment No. 1 to the Registration
        Statement on Form 10 (“Amendment No. 1”) in response to the Staff’s comments and to reflect certain other changes.

      The headings and paragraph numbers in this letter correspond to those 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 Amendment No. 1. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and
        captions in Amendment No. 1.

      * * * * *

      Mr. Watson

      Securities and Exchange Commission

      May 24, 2022

      Page 2

      Form 10 filed April 29, 2022

      Background of the Spin-Off, page 49

            1.

              Please refer to comment 6 from our letter dated January 18, 2022 and your response dated February 4, 2022. Please include a cross-reference here to the material terms of the spin- off you describe beginning on
                page 19. In addition, please revise this section to clarify how, prior to their presentation to the special committee, the material terms of the spin-off were determined by FTAI, including, but not limited to: the ancillary agreements, the
                merger, internal reorganization and the New Financing. Please also revise to further explain how it was decided to explore the separation of the infrastructure business into a newly-created and separately-traded public company.

      Response: The Company has revised the disclosure on page 49 of Amendment No. 1 in response to the Staff’s comment to add a cross reference the material terms of the spin-off described beginning on page 19 of
        Amendment No. 1. In addition, the Company has revised the disclosure on pages 49 and 50 of Amendment No. 1 in response to the Staff’s comment to clarify how, prior to their presentation to the special committee, the material terms of the spin-off
        were determined by FTAI. Finally, the Company has revised the disclosure on pages 49 and 50 of Amendment No. 1 in response to the Staff’s comment to further explain how it was decided to explore the separation of the infrastructure business into a
        newly-created and separately-traded public company.

      Our Spin-Off From FTAI, page 49

            2.

              Please refer to comment 7 from our letter dated January 18, 2022 and to your response letter dated February 4, 2022. Please revise to disclose whether the board of directors considered alternatives to the
                spin-off transaction and, if so, why those alternatives were rejected.

      Response: The Company has revised the disclosure on pages 49 and 50 of Amendment No. 1 in response to the Staff’s comment to discuss the consideration of alternatives to the spin-off transaction considered by
        the board of directors.

      Unaudited Pro Forma Combined Consolidated Financial Information, page 58

            3.

              Please tell us your consideration of the guidance in SAB Topic 3:C related to recording increases in the carrying amount of your preferred stock and your treatment of those increases in your calculations of
                loss per share.

      Response: The Company respectfully advises the Staff that it considered SAB Topic 3:C, as well as ASC 480-10-S99-3A, paragraph 15. Specifically, paragraph 15 requires accretion from the carrying amount to its
        redemption value when the security is not currently redeemable, but it is probable that the security will become redeemable outside of the Company’s control, due solely to the passage of time. Based on the current proposed terms of the Series A
        Preferred Stock, the instrument is not redeemable at issuance; however, it is probable of becoming redeemable in the future with the passage of time.  Therefore, the Company has revised its disclosures to reflect the required accretion for each of
        the periods presented in the pro forma financial statements. In addition, the Company has included the impact of the accretion in the calculation of basic and diluted net loss per share for the respective periods presented.

        Mr. Watson

        Securities and Exchange Commission

        May 24, 2022

        Page 3

            4.

              In reference to Note 2, adjustment (d) on pages 65 and 66, please clarify how you accounted for the warrants and expected grant of options to FIG LLC in the pro forma financial information. Also, please tell
                us why you cannot estimate the per share price of your common equity at the time of separation, and your consideration of the guidance in Rule 11-02(a)(10) of Regulation S-X.

      Response: The Company respectfully advises the Staff that the Warrants, for which terms are still under negotiation, and the expected grant of options to FIG LLC, are financial instruments that are expected to
        qualify for equity classification under the guidance in ASC 480 and ASC 815-40.  As a result, the Company will allocate the proceeds from the issuance of the Series A Preferred Stock to the Series A Preferred Stock and Warrants. The options granted
        to FIG LLC will be triggered by the issuance of preferred stock based on the terms of the Company’s management agreement with FIG LLC and will be accounted for as a cost of issuing equity.  The Company has added discussion to the footnotes of the
        pro forma financial statements to clarify the expected accounting treatment.

      Regarding the estimated fair value of the Company’s stock price, which impacts the amounts recorded related to the Warrants and options, the Company notes that there is significant uncertainty regarding the per share
        price given that the stock of the Company is not yet trading, and the share price is dependent on market dynamics at the time of spin.

       For illustrative purposes, the Company has updated its pro forma financial statements to reflect the estimated allocation of proceeds to the Warrants and options within additional paid in capital (and the resulting
        impact on accretion of the Series A Preferred Stock to the redemption value), utilizing a preliminary Black Scholes valuation, based on a $10.00 per share value.  Additionally, to present the sensitivity of a change in the per share value, the
        Company has disclosed in its pro forma footnotes the impact on the valuation of these financial instruments and related accretion due to a $1.00 change in the per share value in accordance with Rule 11-02(a)(10) of Regulation S-X.

        Mr. Watson

        Securities and Exchange Commission

        May 24, 2022

        Page 4

      We thank you for your prompt attention to this letter responding to the Comment Letter and look forward to hearing from you at your earliest convenience.  If you have any questions regarding this filing, please contact
        Michael Schwartz at (212) 735-3694.

              Sincerely,

                /s/ Michael J. Schwartz

              Michael J. Schwartz

              Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
May 9, 2022
Kevin Krieger
Secretary
FTAI Infrastructure LLC
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Re:FTAI Infrastructure LLC
Registration Statement on Form 10
Filed April 29, 2022
File No. 001-41370
Dear Mr. Krieger:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10 filed April 29, 2022
Background of the Spin-Off, page 49
1.Please refer to comment 6 from our letter dated January 18, 2022 and your response dated
February 4, 2022. Please include a cross-reference here to the material terms of the spin-
off you describe beginning on page 19. In addition, please revise this section to
clarify how, prior to their presentation to the special committee, the material terms of
the spin-off were determined by FTAI, including, but not limited to: the ancillary
agreements, the merger, internal reorganization and the New Financing. Please also revise
to further explain how it was decided to explore the separation of the
infrastructure business into a newly-created and separately-traded public company.

 FirstName LastNameKevin Krieger
 Comapany NameFTAI Infrastructure LLC
 May 9, 2022 Page 2
 FirstName LastName
Kevin Krieger
FTAI Infrastructure LLC
May 9, 2022
Page 2
Our Spin-Off From FTAI, page 49
2.Please refer to comment 7 from our letter dated January 18, 2022 and to your response
letter dated February 4, 2022. Please revise to disclose whether the board of directors
considered alternatives to the spin-off transaction and, if so, why those alternatives were
rejected.
Unaudited Pro Forma Combined Consolidated Financial Information, page 58
3.Please tell us your consideration of the guidance in SAB Topic 3:C related to
recording increases in the carrying amount of your preferred stock and your treatment of
those increases in your calculations of loss per share.
4.In reference to Note 2, adjustment (d) on pages 65 and 66, please clarify how you
accounted for the warrants and expected grant of options to FIG LLC in the pro forma
financial information.  Also, please tell us why you cannot estimate the per share price of
your common equity at the time of separation, and your consideration of the guidance in
Rule 11-02(a)(10) of Regulation S-X.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Tony Watson at (202) 551-3318 or Theresa Brillant at (202) 551-3307
if you have questions regarding comments on the financial statements and related matters. Please
contact Jessica Livingston at (202) 551-3448 or Eric Envall at (202) 551-3234 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Blair T. Thetford

CORRESP
1
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                  April 29, 2022

    VIA EDGAR TRANSMISSION

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

            Attn:

            Mr. Tony Watson

            Re:

            FTAI Infrastructure LLC

            Draft Registration Statement on Form 10

            Submitted March 22, 2022 (CIK No. 0001899883)

    Dear Mr. Watson,

    On behalf of our client, Fortress Transportation and Infrastructure Investors LLC (“Our Client” or “FTAI”), we hereby provide responses to comments received from the staff (the “Staff”) of the
      Securities and Exchange Commission (the “Commission”) by letter dated March 30, 2022 (the “Comment Letter”) with respect to the above-referenced Amendment No. 2. to Draft Registration Statement on Form 10 confidentially submitted by
      FTAI Infrastructure LLC (a subsidiary of Our Client, the “Company” or “FTAI Infrastructure”), to the Commission on March 22, 2022 (the “Draft Registration Statement”).

    Concurrently with the submission of this letter, the Company is submitting, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, the Registration Statement on Form 10 (“Registration

        Statement”) in response to the Staff’s comments and to reflect certain other changes.

    The headings and paragraph numbers in this letter correspond to those 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 and unless otherwise stated) correspond to the page
      numbers and captions in the Registration Statement.

    * * * * *

     Mr. Watson

    Securities and Exchange Commission

    April 28, 2022

    Page 2

    Draft Registration Statement on Form 10 submitted March 22, 2022

    General

          1.

            Please describe the impact of Russia’s invasion of Ukraine on your business, particularly in the energy sector. In addition to the general impact, please also consider the impact supply chain issues may have,
              any impact from sanctions and export controls, and whether you will need to evaluate any aspects of your business activities. If the impact is not material, please explain why.

    Response: The Company respectfully advises the Staff that, to date, Russia’s invasion of Ukraine has not had a material impact on its business or operations, including its businesses in the energy
      sector.  The Company’s business, operations and assets are all primarily in North America.  The Company does not have any business, operations or assets in Russia, Belarus or Ukraine, or any material exposure to the Russian oil markets.  The Company
      is also not aware of any material impact, to date, from the conflict on our material customers or suppliers .  Furthermore, the Company has not experienced any material impact on its business or operations from the resulting sanctions and export
      controls imposed by the United States, European Union, United Kingdom, Switzerland and other countries on Russia and Belarus.  Finally, the Company has not experienced any material supply chain issues related to the conflict to date, including in
      connection with its ongoing construction projects.  Although the Company will continue to monitor the impact of Russia’s invasion of Ukraine on its business, it does not currently expect to need to evaluate any aspects of its business activities as a
      result thereof.

      Mr. Watson

      Securities and Exchange Commission

      April 28, 2022

      Page 3

    We thank you for your prompt attention to this letter responding to the Comment Letter and look forward to hearing from you at your earliest convenience.  If you have any questions regarding this filing, please contact
      Michael Schwartz at (212) 735-3694.

            Sincerely,

              /s/ Michael J. Schwartz

            Michael J. Schwartz

            Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
March 30, 2022
Kevin Krieger
Secretary
FTAI Infrastructure LLC
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Re:FTAI Infrastructure LLC
Amendment No. 1 to
Draft Registration Statement on Form 10
Submitted March 22, 2022
CIK No. 0001899883
Dear Mr. Krieger:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.

 FirstName LastNameKevin Krieger
 Comapany NameFTAI Infrastructure LLC
 March 30, 2022 Page 2
 FirstName LastName
Kevin Krieger
FTAI Infrastructure LLC
March 30, 2022
Page 2
Draft Registration Statement submitted on March 22, 2022
General
1.Please describe the impact of Russia’s invasion of Ukraine on your business, particularly
in the energy sector. In addition to the general impact, please also consider the impact
supply chain issues may have, any impact from sanctions and export controls, and whether
you will need to evaluate any aspects of your business activities. If the impact is not
material, please explain why.
            You may contact Tony Watson at (202) 551-3318 or Theresa Brillant at (202) 551- 3307
if you have questions regarding comments on the financial statements and related matters. Please
contact Jessica Livingston at (202) 551-3448 or Eric Envall at (202) 551- 3234 with any other
questions
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Blair T. Thetford

United States securities and exchange commission logo
January 18, 2022
Kevin Krieger
Secretary
FTAI Infrastructure LLC
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Re:FTAI Infrastructure LLC
Draft Registration Statement on Form 10
Submitted December 20, 2021
CIK No. 0001899883
Dear Mr. Krieger:
            We have reviewed your draft registration statement 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 by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Submitted December 20, 2021
General
1.Please revise the forepart and main sections to address any material changes in
shareholder rights.

 FirstName LastNameKevin Krieger
 Comapany NameFTAI Infrastructure LLC
 January 18, 2022 Page 2
 FirstName LastName
Kevin Krieger
FTAI Infrastructure LLC
January 18, 2022
Page 2
Summary
Our Strengths, page 2
2.Please revise to ensure that the information you include in your summary is balanced. To
the extent that you cite competitive strengths in your summary, please revise as necessary
to provide balanced information, such as the indebtedness to be incurred in connection
with the spin-off and any benefits that will be lost following the spin-off.
Organizational Structure, page 5
3.For clarity and context, please include a graphic depiction and brief accompanying
narrative of the corporate structure after the separation that includes the roles and
ownership of FIG LLC, Fortress Investment Group LLC and the Fortress entities.
Reasons for the Spin-off, page 6
4.Please briefly describe any material negative factors that the board considered when
determining whether to engage in the spin-off transaction or advise.
Risk Factors
Risks Related to Our Business
The COVID-19 pandemic has severely disrupted the global economy...., page 18
5.In light of the time that has passed since the initial outbreak of the novel COVID-
19 pandemic in December 2019, please revise this risk factor to specifically discuss the
impact that the COVID-19 pandemic has had on your business to date, rather than
presenting such risks as hypothetical. In this regard, please revise to clarify that COVID-
19 has impacted you in 2020 and 2021 and disclose any material effects of COVID-19 on
your business, financial condition and results of operations. For instance, we note your
disclosure elsewhere in the filing indicating that the pandemic negatively affected refining
volumes in 2020 and 2021 and that you have seen the impact starting to normalize and
that you expect refining volumes to return to normal by 2022.  Please quantify the impact
on your revenues and any COVID-related costs incurred. Also, discuss what management
expects the pandemic's future impact will be, how management is responding to evolving
events, and how it is planning for COVID-19-related uncertainties. Please make
conforming changes to your Management’s Discussion and Analysis of Financial
Condition and Results of Operations section. For guidance, consider the Division of
Corporation Finance's Disclosure Guidance: Topic Nos. 9 and 9A, available on our public
website.
Our Spin-Off from FTAI, page 41
6.We note your disclosure throughout that the terms of your key agreements and the
agreements related to your separation from FTAI, including the Separation and
Distribution Agreement and the Management Agreement, may not reflect terms that

 FirstName LastNameKevin Krieger
 Comapany NameFTAI Infrastructure LLC
 January 18, 2022 Page 3
 FirstName LastNameKevin Krieger
FTAI Infrastructure LLC
January 18, 2022
Page 3
would have resulted from arm’s-length negotiations among unaffiliated third-
parties.  Please revise to add a new, subsection disclosing the background of the spin-
off to explain how it was decided to explore the separation of the infrastructure business
into a newly-created and separately-traded public company. Include disclosures related
to how the material terms of the spin-off were determined, including, but not limited to:
the ancillary agreements, the merger, internal reorganization and the New Financing.
7.Disclose whether the board of directors considered alternatives to the spin-off transaction
and, if so, why those alternatives were rejected.
Conditions to the Distribution, page 45
8.Please refer to the disclosure on page 100 that "the Separation and Distribution Agreement
will provide that the distribution is subject to several conditions that must be satisfied or
waived by FTAI in its sole discretion" and revise the disclosure on page 45 and in the
Summary to disclose the conditions that FTAI may waive in its sole discretion and discuss
any material consequences to stockholders if FTAI waives any conditions and proceeds
with the spin-off.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the years ended December 31, 2020 and 2019, page 63
9.We note that total revenues decreased primarily from a decrease in crude marketing
revenue of $157.9 million due to Jefferson Terminal exiting the crude marketing strategy
in the fourth quarter of 2019.  Please revise to provide a more substantive discussion on
this change and how it impacted results.
Management, page 89
10.Upon the completion of the charts in this section, please include identify the members of
your board and management who will also hold positions at FTAI.
Executive Officer Compensation, page 91
11. Please update the executive compensation section to include information for the fiscal
year ended December 31, 2021.
Description of our Capital Stock
Forum Selection Clause, page 105
12.We note that your bylaws contain a forum selection provision that identifies the Court of
Chancery of the State of Delaware as the exclusive forum for certain litigation, including
any "derivative action." Please disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any

 FirstName LastNameKevin Krieger
 Comapany NameFTAI Infrastructure LLC
 January 18, 2022 Page 4
 FirstName LastName
Kevin Krieger
FTAI Infrastructure LLC
January 18, 2022
Page 4
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder. If the provision applies to Securities Act claims, please
also revise your registration statement to state that there is uncertainty as to whether a
court would enforce such provision and that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. If this provision does not
apply to actions arising under the Securities Act or Exchange Act, please also ensure that
the exclusive forum provision in the governing documents states this clearly, or tell us
how you will inform investors in future filings that the provision does not apply to any
actions arising under the Securities Act or Exchange Act.  Finally, please be certain your
risk factor disclosure includes the risks that your exclusive forum provision may result in
increased costs for investors to bring a claim and that the provision can discourage claims
or limit investors' ability to bring a claim in a judicial forum that they find favorable.
Note 2. Summary of Significant Accounting Policies
Variable Interest Entities, page F-11
13.Please tell us your consideration of disclosing how your involvement with Delaware River
Partners LLC affects your financial performance and cash flows.  Refer to ASC 810-10-
50-2AA-d.
Revenues, page F-14
14.For your various revenue streams recognized over time, please revise to clarify your
methods used to measure progress and why the methods reflect a faithful depiction of the
transfer of goods or services. Refer to ASC 606-10-50-18.
Note 15. Income Taxes, page F-36
15.We note your disclosure that current and deferred tax assets and liabilities are reported net
in other current assets/other assets or other current liabilities/other liabilities.  Please tell
us your consideration of the guidance in ASC 740-10-45-4.
            You may contact Tony Watson at (202) 551-3318 or Theresa Brillant at (202) 551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Jessica Livingston at (202) 551-3448 or Eric Envall at (202) 551-
3234 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services