SecProbe.io

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 CORRESP

 Triton International Limited
 100 Manhattanville Road Purchase,
New York 10577 December 1, 2025 Via EDGAR
 Securities and Exchange Commission Division of
Corporation Finance Office of Trade & Services 100
F Street, N.E. Washington, D.C. 20549

 Re:
 Triton International Limited
 Registration Statement on Form F-3
 Filed November 14, 2025
 File Nos. 333-291561;
 333-291561-01; 333-291561-02
 To whom it may concern: Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Triton International Limited, Triton Container International Limited and TAL International Container Corporation (together, the “ Registrants ”) hereby respectfully request that the
effective date of the above referenced Registration Statement on Form F-3 be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on December 3, 2025 or as soon as
practicable thereafter. The Company requests that we be notified of such effectiveness by a telephone call to John P. Berkery of Mayer
Brown LLP at (212) 506-2552 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Triton International Limited

 Triton Container International Limited

 TAL International Container Corporation

 By:

 /s/ Lily Colahan

 Lily Colahan

 Vice President, General Counsel and Secretary

 cc:
 John P. Berkery, Mayer Brown LLP

CORRESP
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CORRESP

 Triton International Limited

100 Manhattanville Road

 Purchase,
New York 10577

 January 8, 2025

 Via EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Washington, D.C. 20549

 Re: Triton
International Limited

 Registration Statement on Form F-3

Filed November 26, 2024

File No. 333-283474

To whom it may concern:

 Pursuant to Rule 461(a)
under the Securities Act of 1933, as amended, Triton International Limited (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form
F-3 (File No. 333-283474) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on January 10, 2025 or as soon as
practicable thereafter.

 The Company requests that we be notified of such effectiveness by a telephone call to John P. Berkery of Mayer
Brown LLP at (212) 506-2552 and that such effectiveness also be confirmed in writing.

Very truly yours,

Triton International Limited

By:

/s/ Carla Heiss

Carla Heiss

Senior Vice President, General Counsel and Secretary

cc:
 John P. Berkery, Mayer Brown LLP

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CORRESP

 Mayer Brown LLP

1221 Avenue of the Americas

 New York,
NY 10020-1001

 United States of America

T: +1 212 506 2500

 F: +1 212 262
1910

 mayerbrown.com

 John P. Berkery

Partner

 T: +1 212 506 2552

F: +1 212 849 5552

JBerkery@mayerbrown.com

 December 13, 2024

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Trade & Services

 100
F Street NE

 Washington DC 20549

Attention:
 Securities and Exchange Commission

Rucha Pandit; Taylor Beech

 Dear Ms. Pandit
and Ms. Beech:

 On behalf of our client, Triton International Limited (the “Company” or “Triton”), we set forth
below the Company’s response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) set forth in your letter dated December 9, 2024 (the “Comment Letter”), regarding the Company’s
Registration Statement on Form F-3 filed with the Securities and Exchange Commission on November 26, 2024, File No. 333-283474 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).

 For ease of reference, the Staff’s
comment has been repeated below in bold type, followed by the Company’s response thereto.

 Registration Statement on Form F-3

 General

1.
 Please provide us with your analysis as to how you satisfy the eligibility requirements in General
Instruction I.A.5 of Form F-3. Alternatively, please amend your registration statement using a form on which you are eligible to register your securities.

Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including Mayer Brown LLP
(Illinois, USA), Mayer Brown International LLP (England & Wales), Mayer Brown Hong Kong LLP (a Hong Kong limited liability partnership which operates in temporary association with Hong Kong partnership Johnson Stokes & Master) and
Tauil & Chequer Advogados (a Brazilian law partnership).

Securities and Exchange Commission

December 13, 2024

Page 2

 The Company is a Bermuda exempted limited company. On September 28, 2023, the Company was
acquired by Brookfield Infrastructure through its subsidiary Brookfield Infastructure Corporation (“BIPC”), a British Columbia corporation, and BIPC’s subsidiary, Thanos Holdings Limited, a Bermuda exempted limited company. Since the
acquisition, all of the Company’s common shares have been held by Thanos Holdings Limited. As a result, the Company became a foreign private issuer (as defined in Rule 405 of the Securities Act) on June 28, 2024, the last business day of
its most recently completed second fiscal quarter. General Instruction I.A.5(i) of Form F-3 provides that securities offerings by registrants that are majority-owned subsidiaries can be registered on Form F-3 if the registrant-subsidiary itself meets the Registrant Requirements of General Instruction I.A. and the applicable Transaction Requirement of General Instruction I.B.

The Company satisfies the Registrant Requirements of General Instruction I.A. as follows:

(1)
 The Company has five outstanding series of preference
shares1 (the “Outstanding Preference Shares”) that are listed on the New York Stock Exchange and registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”);

(2)
 The Company has been subject to the requirements of Section 12 of the Exchange Act and has filed all
materials required to be filed pursuant to Sections 13, 14, or 15(d) of the Exchange Act for a period of at least 12 calendar months immediately preceding the filing of the Registration Statement, and has filed in a timely manner all reports
required to be filed during the 12 calendar months and any portion of a month immediately preceding the filing of the Registration Statement; and

(3)
 The Company has not, nor has any of its consolidated or unconsolidated subsidiaries, since the end of the
Company’s fiscal year ended December 31, 2023, (a) failed to pay any dividend installment on any series of its Outstanding Preference Shares or (b) defaulted on any installment on indebtedness for borrowed money or long-term leases.

 The Company also satisfies the Transaction Requirement of General Instruction I.B.2(ii) of Form F-3 because (i) the preference shares that the Company intends to offer and sell pursuant to the Registration Statement will not be convertible into common shares of the Company and will be offered and sold in
primary offerings for cash, and (ii) the Company currently has outstanding at least $750 million of non-convertible securities, other than common equity, issued in primary offerings for cash, not
exchange, that were registered under the Securities Act. Such non-convertible securities of the Company include the Outstanding Preference Shares, as described in footnote 1 hereof, with an aggregate
liquidation preference of $730 million, and $600 million aggregate principal amount of 3.250% Senior Notes due 2032 (the “Senior Notes”). The Senior Notes were issued by the Company’s wholly owned subsidiaries, Triton
Container International Limited and TAL International Container Corporation, as co-issuers, and are fully and unconditionally guaranteed by the Company. The Senior Notes were issued under the Company’s
previous shelf registration statement on Form S-3, File No. 333-248482.

1
 The five series of preference shares are (i) 8.50% Series A Cumulative Redeemable Perpetual Preference Shares,
(ii) 8.00% Series B Cumulative Redeemable Perpetual Preference Shares, (iii) 7.375% Series C Cumulative Redeemable Perpetual Preference Shares, (iv) 6.875% Series D Cumulative Redeemable Perpetual Preference Share and (v) 5.75% Series E Cumulative
Redeemable Perpetual Preference Shares.

Securities and Exchange Commission

December 13, 2024

Page 3

 For the reasons described above, Triton respectfully submits that it is eligible to register
its securities on Form F-3 pursuant to clause (i) of General Instruction I.A.5.

************************

 If you
have any questions regarding the foregoing, please do not hesitate to contact the undersigned, John P. Berkery, at (212) 506-2552.

Sincerely,

 /s/ John P. Berkery

John P. Berkery

cc:
 Carla Heiss, Senior Vice President, General Counsel, Triton International Limited

December 9, 2024
Carla Heiss
Senior Vice President
Triton International Ltd
Victoria Place, 5th Floor, 31 Victoria Street
Hamilton HM 10, Bermuda
Re:Triton International Ltd
Registration Statement on Form F-3
Filed November 26, 2024
File No. 333-283474
Dear Carla Heiss:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
General
1.Please provide us with your analysis as to how you satisfy the eligibility requirements
in General Instruction I.A.5 of Form F-3. Alternatively, please amend your
registration statement using a form on which you are eligible to register your
securities.

December 9, 2024
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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rucha Pandit at 202-551-6022 or Taylor Beech at 202-551-4515 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John Berkery

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TRITON INTERNATIONAL LIMITED

Canon’s Court

22 Victoria Street

Hamilton, HM 12

Bermuda

VIA EDGAR CORRESPONDENCE

May 6, 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

Registration Statement on Form S-4

File No. 333-208757

Dear Ms. Long:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Triton International Limited (the “Registrant”) hereby respectfully
requests the acceleration of the effective date of the Registration Statement on Form S-4 (the “Registration Statement”)
so that it may become effective by 2:00 p.m., Eastern time, on May 9, 2016, or as soon as practicable thereafter.

In connection with this request
for the acceleration of the effective date of the Registration Statement, the Registrant acknowledges that:

 (i) should the U.S. Securities and Exchange Commission (the “Commission”) or the
staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

 (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement; and

 (iii) the Registrant may not assert Staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Neil R. Markel
of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2735 with any questions you may have concerning this request. In addition,
please notify Mr. Markel if and when this request for acceleration has been granted and the Registration Statement declared effective.

    Sincerely,

    TRITON INTERNATIONAL LIMITED

    /s/ Ian R. Schwartz

        Name:

    Ian
        R. Schwartz

        Title:

    Vice
        President and General Counsel

 cc: Marc Pearlin

Vice President,
General Counsel and Secretary, TAL International Group, Inc.

Christopher E.
Austin, Esq.

Neil R. Markel,
Esq.

Cleary Gottlieb
Steen & Hamilton LLP

Paul T. Schnell,
Esq.

Thomas W. Greenberg,
Esq.

Skadden, Arps,
Slate, Meagher & Flom LLP

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VIA EDGAR CORRESPONDENCE

May 6, 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. 3 to Registration Statement on Form S-4

Filed April 22, 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 May 4, 2016 with respect to Triton International Limited’s Amendment No. 3 to the Registration Statement on Form S-4
filed with the Securities and Exchange Commission (the “Commission”) on April 22, 2016 (“Amendment
No. 3”), and is submitted on behalf of the registrant. Triton International Limited (“Holdco”) has filed today Amendment No. 4 to the
Form S-4 (“Amendment No. 4”) 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. 4. Capitalized terms not otherwise defined
in this letter shall have the meanings set forth in Amendment No. 4.

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 6, 2016, p. 2

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 181

 1. In your response to prior comment 5 you indicate that your impairment analysis for the pooled fleet
is assessed at an equipment type level, while the impairment analysis for the specific fleet is assessed at the equipment type
level by entity. We have the following comments in this regard:

 · Please expand your critical accounting policy disclosures to clarify this nuanced level at which
you have grouped your container leasing equipment in your determination of their lowest level of separable cash flows; and

 · Please provide us with the results of your impairment testing for your specific fleet at the equipment
type level by entity. Ensure you provide us with the underlying material assumptions you relied on in determining the estimates
of future cash flows.

Response:

In response to the Staff’s comment, the disclosure
on pages 185, 186 and 187 of Amendment No. 4 has been expanded.

 2. In your response to prior comment 5 you indicate you included incremental proceeds related to the
final repair invoice issued to the lessee for damages which are not ultimately performed and incremental proceeds for units that
are damaged by the lessee beyond repair. For 20-foot dry vans, the incremental proceeds amount was $164 per container sold and
was held constant throughout the projection period. Please confirm, if true, that all lease agreements include terms that require
lessees to make these damage related payments and such payments historically were approximately $164 per container leased. If not,
provide additional support for this assumption.

Response:

The Staff is respectfully advised that virtually all
of Triton’s lease contracts require the lessee to pay for the cost of damages incurred to Triton’s containers, and
that such payments are generally made at the time the container is off-hired. The $164 per container represents the 2015 average
of (i) the incremental proceeds related to the

      2

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 6, 2016, p. 3

final
repair invoice issued to the lessee for damages which were not ultimately performed where the container was sold and (ii) the incremental
proceeds for units that were damaged by the lessee beyond repair for 20-foot dry van containers. The 5-year average (2011 –
2015) for 20-foot dry van containers, calculated on the same basis as described above, was $188.

In
response to the Staff’s comment, the disclosure on page 185 of Amendment No. 4 has been expanded.

 3. In your response to prior comment 5 you indicate that because projected cash flows for all equipment
types exceeded net book value as of December 31, 2015 by a substantial margin, you concluded that there was no indication of impairment
and no additional disclosure was required. We note, however, that you performed additional stresses on the portfolio of units held
in use and that in one scenario you stressed the per diem rates and the retirement proceeds by reducing the levels at each year
in the projection by 25%. The results of this stress scenario indicated that the difference between the sum of the undiscounted
cash flows and the net book value of the containers was only approximately $200 million. We have the following comments in this
regard:

 · We note that you have provided us with additional stress test information on the entire portfolio
of units held in use rather than by the asset groups described in your response. Please tell us whether any of your individual
asset groups had undiscounted cash flow less than their net book value under these additional stress tests;

 · If there are reasonably possible scenarios which indicate there may be a material impairment at
any of your asset group levels being tested, please expand your critical accounting policy disclosures to provide the following
additional information:

 · A description of the key assumptions used by the Company in calculating the asset group’s
future cash flow and how those key assumptions were determined;

 · A discussion of the degree of uncertainty associated with the specific key assumptions; and

 · A description of potential events and/or changes in circumstances that are specific to the asset
group and could reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303(a)(3)(ii) of Regulation S-K
and Section 501.14 of the Financial Reporting Codification for guidance. In this regard, we note that registrants should provide
disclosure about critical accounting estimates

      3

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 6, 2016, p. 4

pursuant to the guidance in Release
33-8350 if (i) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary
to account for highly uncertain matters or the susceptibility of such matters to change and (ii) the impact of the estimates and
assumptions on financial condition or operating performance is material.

Response:

The
Staff is respectfully advised that in the stress case where Triton discounted the per diem rates and the retirement proceeds by
25% at each year in its projections, there were five instances out of twenty-eight asset groupings (by entity by equipment type)
where the sum of the undiscounted cash flows was less than the net book value of the containers at December 31, 2015 by between
1.5% to 7.9%. The total of the net book value for these five asset groups was 1.1% of total net book value at December 31, 2015
for the four major equipment types. In all but one instance, these were related to 40-foot dry van containers (with the exception
being 40-foot high cube dry van containers owned by Triton Container Investments LLC).

In
response to the Staff’s comment, the disclosure on pages 184, 185, 186 and 187 of Amendment No. 4 has been expanded to describe
the key assumptions, the degree of uncertainty associated with the key assumptions and the potential changes that could affect
Triton’s key assumptions.

Container rental equipment, page 182

 4. We note from your response to prior comment 9 that you regularly review the disposition pricing
of your containers and use this information to make decisions regarding estimates of residual values. In light of the fact that
container rental equipment is your most significant asset and you experienced losses when selling certain 40-foot dry van containers
and 40-foot high cube dry van containers during 2015, please expand your critical accounting policy disclosures to provide much
of the information provided in your response. Specifically:

 · Expand your disclosures to clarify how you meet your objective of setting residual value estimates
to reflect the likely outcomes over time;

 · Clarify that you evaluate the relationship between sales prices and residual values over a long-term
horizon;

 · Disclose your belief that a 7-year analysis to be the most relevant since this encompasses the
broadest data set over a longer-time horizon. In this regard, please clarify, if true, that this time horizon captures the cycles
of your business to allow for an appropriate assessment of your assumptions underlying your depreciation policy;

      4

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 6, 2016, p. 5

 · Expand your disclosure to address the fact that during the fourth quarter of 2015, you experienced
losses when selling certain 40-foot dry van containers and 40-foot high cube dry van containers during 2015. Clarify that you do
not adjust your long-term residual value estimates based on short-term data points and that you regularly review your data and
will make further revisions as and when conditions warrant. Please confirm, and if true, revise your disclosure to indicate that
you continue to monitor the sales prices for indicators of a deeper, more sustained market turndown and, if necessary, will adjust
your estimates if there are indicators that the current weak market for containers will be sustained in the long term.

Response:

In
response to the Staff’s comment, the disclosure on page 182 of Amendment No. 4 has been expanded.

Where You Can Find More Information, page 233

 5. Please incorporate by reference TAL’s 10-K/A, filed April 22, 2016, in your next amendment.

Response:

In
response to the Staff’s comment, the disclosure on page 238 of Amendment No. 4 has been revised to incorporate by
reference TAL’s 10-K/A, filed April 22, 2016, and TAL’s 10-K/A, filed May 5, 2016.

Financial Statements, page F-1

Note 1- Business and Summary of Significant Accounting Policies, page F-8

(c) Principals of Consolidation, page F-8

 6. We note your response to prior comment 8. You disclose that you only held 45.1% of TCI membership
interests as of December 31, 2014. Please clarify whether or not your TCI membership interests also represent your voting interests.
If so, and in light of your conclusion that TCI is not a variable interest entity, it is unclear as to your accounting basis for
consolidating TCI in 2014. Please advise.

Response:

The Staff is respectfully advised that Triton’s
membership interests in TCI disclosed on page F-9 of Amendment No. 4 represent Triton’s interest in TCI determined with reference
to members’ capital account balances and does not represent Triton’s voting interests in TCI. TCI’s members have
the right to vote on the matters specifically reserved for their vote or approval as set forth in TCI’s operating agreement
(and not

      5

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 6, 2016, p. 6

with
reference to any particular percentage interests). Consequently, Triton followed the guidance in ASC 810-10-15-3b, which states:
“If the reporting entity has an investment in another entity that is not determined to be a VIE, the reporting entity should
use the guidance in the General Subsections to determine whether that interest constitutes a controlling financial interest.”
Triton further referred to paragraph 810-10-15-8, which states: “The usual condition for a controlling financial interest
is ownership of a majority voting interest and, therefore, as a general rule ownership by one reporting entity directly
or indirectly of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation.
The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other
stockholders, or by court decree.” Because there are no percentage-based voting interests in TCI and given the provisions
of the TCI operating agreement (as described in Triton’s response of April 1, 2016 to comment no. 10 in the Staff’s
comment letter of February 19, 2016, and in Triton’s response of February 5, 2016 to comment no. 34 in the Staff’s
comment letter of January 21, 2016), Triton concluded that it is the controlling member and therefore should consolidate.

Note 13 – Share Based Compensation, page F-30

Options, page F-30

 7. We note your response to prior comment 12. Please clarify for the unvested options if you took
into consideration whether the employees were expected to complete the requisite service at the time of the modification, and if
so what consideration you gave to also recognizing compensation cost equal to the unrecognized grant-date fair value of the original
award in addition to the incremental compensation cost over the remaining requisite service period.

Response:

The Staff is respectfully advised
that the original grant date fair value of the market-based options was determined using a Monte Carlo simulation which derived
the requisite service period of four years from the grant date of June 1, 2011. As of June 1, 2015, the four year requisite service
period for the market-based options had been completed and the grant-date fair value of the original market-based options (both
vested and unvested) had been fully and ratably recognized into compensation cost over the requisite service period.

In
response to the Staff’s comment, the disclosure on pages F-14, F-31 and F-33 of Amendment No. 4 has been expanded.

*               *               *

      6

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 6, 2016, p. 7

We hope that these responses
adequately address the Staff’s comments. If the Staff has any questions concerning this letter or requires further information,
please do not hesitate to contact the undersigned or Christopher E. Austin at (212) 225-2000.

    Sincerely,

    /s/ Neil R. Markel

        Neil R. Markel

 cc: Ian R. Schwartz

Vice President
& General Counsel, Triton Container International Limited

Marc Pearlin

Vice President,
General Counsel and Secretary, TAL International Group, Inc.

Christopher E.
Austin, Esq.

Cleary Gottlieb
Steen & Hamilton LLP

Paul T. Schnell,
Esq.

Thomas W. Greenberg,
Esq.

Skadden, Arps,
Slate, Meagher & Flom LLP

      7

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VIA EDGAR CORRESPONDENCE

May 5, 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. 3 to Registration Statement on Form S-4

Filed April 22, 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 May 4, 2016 with respect to Triton International Limited’s Amendment No. 3 to the Registration Statement on Form S-4
filed with the Securities and Exchange Commission (the “Commission”) on April 22, 2016 (“Amendment
No. 3”), and is submitted on behalf of the registrant. Triton International Limited (“Holdco”) is
planning on filing Amendment No. 4 to the Form S-4 (“Amendment No. 4”).

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. 4. Capitalized terms not otherwise defined
in this letter shall have the meanings set forth in Amendment No. 4.

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 5, 2016, p. 2

In addition to submitting
this letter via EDGAR correspondence, we are also attaching hereto a draft version of Amendment No. 4, marked to show the proposed
revisions Holdco would be making to Amendment No. 3, including revisions made in response to the Staff’s comments.

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 181

 1. In your response to prior comment 5 you indicate that your impairment analysis for the pooled fleet
is assessed at an equipment type level, while the impairment analysis for the specific fleet is assessed at the equipment type
level by entity. We have the following comments in this regard:

 · Please expand your critical accounting policy disclosures to clarify this nuanced level at which
you have grouped your container leasing equipment in your determination of their lowest level of separable cash flows; and

 · Please provide us with the results of your impairment testing for your specific fleet at the equipment
type level by entity. Ensure you provide us with the underlying material assumptions you relied on in determining the estimates
of future cash flows.

Response:

In response to the Staff’s comment, the disclosure
on pages 185, 186 and 187 of Amendment No. 4 has been expanded.

 2. In your response to prior comment 5 you indicate you included incremental proceeds related to the
final repair invoice issued to the lessee for damages which are not ultimately performed and incremental proceeds for units that
are damaged by the lessee beyond repair. For 20-foot dry vans, the incremental proceeds amount was $164 per container sold and
was held constant throughout the projection period. Please confirm, if true, that all lease agreements include terms that require
lessees to make these damage related payments and such payments historically were approximately $164 per container leased. If not,
provide additional support for this assumption.

Response:

The Staff is respectfully advised that virtually all
of Triton’s lease contracts require the lessee to pay for the cost of damages incurred to Triton’s containers, and
that such payments are generally made at the time the container is off-hired. The $164 per container represents the 2015 average
of (i) the incremental proceeds related to the

      2

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 5, 2016, p. 3

final
repair invoice issued to the lessee for damages which were not ultimately performed where the container was sold and (ii) the incremental
proceeds for units that were damaged by the lessee beyond repair for 20-foot dry van containers. The 5-year average (2011 –
2015) for 20-foot dry van containers, calculated on the same basis as described above, was $188.

In
response to the Staff’s comment, the disclosure on page 185 of Amendment No. 4 has been expanded.

 3. In your response to prior comment 5 you indicate that because projected cash flows for all equipment
types exceeded net book value as of December 31, 2015 by a substantial margin, you concluded that there was no indication of impairment
and no additional disclosure was required. We note, however, that you performed additional stresses on the portfolio of units held
in use and that in one scenario you stressed the per diem rates and the retirement proceeds by reducing the levels at each year
in the projection by 25%. The results of this stress scenario indicated that the difference between the sum of the undiscounted
cash flows and the net book value of the containers was only approximately $200 million. We have the following comments in this
regard:

 · We note that you have provided us with additional stress test information on the entire portfolio
of units held in use rather than by the asset groups described in your response. Please tell us whether any of your individual
asset groups had undiscounted cash flow less than their net book value under these additional stress tests;

 · If there are reasonably possible scenarios which indicate there may be a material impairment at
any of your asset group levels being tested, please expand your critical accounting policy disclosures to provide the following
additional information:

 · A description of the key assumptions used by the Company in calculating the asset group’s
future cash flow and how those key assumptions were determined;

 · A discussion of the degree of uncertainty associated with the specific key assumptions; and

 · A description of potential events and/or changes in circumstances that are specific to the asset
group and could reasonably be expected to negatively affect the key assumptions.

Please refer to Item 303(a)(3)(ii) of Regulation S-K
and Section 501.14 of the Financial Reporting Codification for guidance. In this regard, we note that registrants should provide
disclosure about critical accounting estimates

      3

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 5, 2016, p. 4

pursuant to the guidance in Release
33-8350 if (i) the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary
to account for highly uncertain matters or the susceptibility of such matters to change and (ii) the impact of the estimates and
assumptions on financial condition or operating performance is material.

Response:

The
Staff is respectfully advised that in the stress case where Triton discounted the per diem rates and the retirement proceeds by
25% at each year in its projections, there were five instances out of twenty-eight asset groupings (by entity by equipment type)
where the sum of the undiscounted cash flows was less than the net book value of the containers at December 31, 2015 by between
1.5% to 7.9%. The total of the net book value for these five asset groups was 1.1% of total net book value at December 31, 2015
for the four major equipment types. In all but one instance, these were related to 40-foot dry van containers (with the exception
being 40-foot high cube dry van containers owned by Triton Container Investments LLC).

In
response to the Staff’s comment, the disclosure on pages 184, 185, 186 and 187 of Amendment No. 4 has been expanded to describe
the key assumptions, the degree of uncertainty associated with the key assumptions and the potential changes that could affect
Triton’s key assumptions.

Container rental equipment, page 182

 4. We note from your response to prior comment 9 that you regularly review the disposition pricing
of your containers and use this information to make decisions regarding estimates of residual values. In light of the fact that
container rental equipment is your most significant asset and you experienced losses when selling certain 40-foot dry van containers
and 40-foot high cube dry van containers during 2015, please expand your critical accounting policy disclosures to provide much
of the information provided in your response. Specifically:

 · Expand your disclosures to clarify how you meet your objective of setting residual value estimates
to reflect the likely outcomes over time;

 · Clarify that you evaluate the relationship between sales prices and residual values over a long-term
horizon;

 · Disclose your belief that a 7-year analysis to be the most relevant since this encompasses the
broadest data set over a longer-time horizon. In this regard, please clarify, if true, that this time horizon captures the cycles
of your business to allow for an appropriate assessment of your assumptions underlying your depreciation policy;

      4

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 5, 2016, p. 5

 · Expand your disclosure to address the fact that during the fourth quarter of 2015, you experienced
losses when selling certain 40-foot dry van containers and 40-foot high cube dry van containers during 2015. Clarify that you do
not adjust your long-term residual value estimates based on short-term data points and that you regularly review your data and
will make further revisions as and when conditions warrant. Please confirm, and if true, revise your disclosure to indicate that
you continue to monitor the sales prices for indicators of a deeper, more sustained market turndown and, if necessary, will adjust
your estimates if there are indicators that the current weak market for containers will be sustained in the long term.

Response:

In
response to the Staff’s comment, the disclosure on page 182 of Amendment No. 4 has been expanded.

Where You Can Find More Information, page 233

 5. Please incorporate by reference TAL’s 10-K/A, filed April 22, 2016, in your next amendment.

Response:

In
response to the Staff’s comment, the disclosure on page 237 of Amendment No. 4 has been revised to incorporate by reference
TAL’s 10-K/A, filed April 22, 2016, and TAL’s 10-K/A, filed May 5, 2016.

Financial Statements, page F-1

Note 1- Business and Summary of Significant Accounting Policies, page F-8

(c) Principals of Consolidation, page F-8

 6. We note your response to prior comment 8. You disclose that you only held 45.1% of TCI membership
interests as of December 31, 2014. Please clarify whether or not your TCI membership interests also represent your voting interests.
If so, and in light of your conclusion that TCI is not a variable interest entity, it is unclear as to your accounting basis for
consolidating TCI in 2014. Please advise.

Response:

The Staff is respectfully advised that Triton’s
membership interests in TCI disclosed on page F-9 of Amendment No. 4 represent Triton’s interest in TCI determined with reference
to members’ capital account balances and does not represent Triton’s voting interests in TCI. TCI’s members have
the right to vote on the matters specifically reserved for their vote or approval as set forth in TCI’s operating agreement
(and not

      5

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 5, 2016, p. 6

with
reference to any particular percentage interests). Consequently, Triton followed the guidance in ASC 810-10-15-3b, which states:
“If the reporting entity has an investment in another entity that is not determined to be a VIE, the reporting entity should
use the guidance in the General Subsections to determine whether that interest constitutes a controlling financial interest.”
Triton further referred to paragraph 810-10-15-8, which states: “The usual condition for a controlling financial interest
is ownership of a majority voting interest and, therefore, as a general rule ownership by one reporting entity directly
or indirectly of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation.
The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other
stockholders, or by court decree.” Because there are no percentage-based voting interests in TCI and given the provisions
of the TCI operating agreement (as described in Triton’s response of April 1, 2016 to comment no. 10 in the Staff’s
comment letter of February 19, 2016, and in Triton’s response of February 5, 2016 to comment no. 34 in the Staff’s
comment letter of January 21, 2016), Triton concluded that it is the controlling member and therefore should consolidate.

Note 13 – Share Based Compensation, page F-30

Options, page F-30

 7. We note your response to prior comment 12. Please clarify for the unvested options if you took
into consideration whether the employees were expected to complete the requisite service at the time of the modification, and if
so what consideration you gave to also recognizing compensation cost equal to the unrecognized grant-date fair value of the original
award in addition to the incremental compensation cost over the remaining requisite service period.

Response:

The Staff is respectfully advised
that the original grant date fair value of the market-based options was determined using a Monte Carlo simulation which derived
the requisite service period of four years from the grant date of June 1, 2011. As of June 1, 2015, the four year requisite service
period for the market-based options had been completed and the grant-date fair value of the original market-based options (both
vested and unvested) had been fully and ratably recognized into compensation cost over the requisite service period.

In
response to the Staff’s comment, the disclosure on pages F-14, F-31 and F-33 of Amendment No. 4 has been expanded.

*               *               *

      6

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

May 5, 2016, p. 7

We hope that these responses
adequately address the Staff’s comments. If the Staff has any questions concerning this letter or requires further information,
please do not hesitate to contact the undersigned or Christopher E. Austin at (212) 225-2000.

    Sincerely,

    /s/ Neil R. Markel

        Neil R. Markel

 cc: Ian R. Schwartz

Vice President
& General Counsel, Triton Container International Limited

Marc Pearlin

Vice President,
General Counsel and Secretary, TAL International Group, Inc.

Christopher E.
Austin, Esq.

Cleary Gottlieb
Steen & Hamilton LLP

Paul T. Schnell,
Esq.

Thomas W. Greenberg,
Esq.

Skadden, Arps,
Slate, Meagher & Flom LLP

      7

Mail Stop 4631       May 4, 201 6

Via E -mail
Ian Schwartz
General Counsel
Triton Container International Limited
55 Green Street
San Francisco, C A 94111

Re: Triton International Limited
Amendment No. 3 to Registration Statement on Form S -4
Filed April 22, 201 6
  File No. 333-208757

Dear Mr. Schwartz :

We have reviewed your response letter and the above -referenced filing, and have the
following comments.

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 181

1. In your response to prior comment 5 you indicate that your impa irment analysis for the
pooled fleet is assessed at an equipment type level, while the impairment analysis for the
specific fleet is assessed at the equipment type level by entity.  We have the following
comments in this regard:

 Please expand your critica l accounting policy disclosures to clarify this nuanced level
at which you have grouped your container leasing equipment in your determination of
their lowest level of separable cash flows; and

 Please provide us with the results of your impairment testing  for your specific fleet at
the equipment type level by entity.  Ensure you provide us with the underlying
material assumptions you relied on in determining the estimates of future cash flows.

2. In your response to prior comment 5 you indicate you included incremental proceeds
related to the final repair invoice issued to the lessee for damages which are not
ultimately performed and incremental proceeds for units that are damaged by the lessee
beyond repair. For 20 -foot dry vans, the incremental proceeds amo unt was $164 per
container sold and was held constant throughout the projection period.  Please confirm, if
true, that all lease agreements include terms that require lessees to make these damage

Ian Schwartz
Triton Container International Limited
May 4, 201 6
Page 2

 related payments and such payments historically were approxi mately $164 per container
leased.  If not, provide additional support for this assumption.

3. In your response to prior comment 5 you indicate that because projected cash flows for
all equipment types exceeded net book value as of December 31, 2015 by a subs tantial
margin, you concluded that there was no indication of impairment and no additional
disclosure was required.  We note, however, that you performed additional stresses on the
portfolio of units held in use and that in one scenario you stressed the pe r diem rates and
the retirement proceeds by reducing the levels at each year in the projection by 25%.  The
results of this stress scenario indicated that the difference between the sum of the
undiscounted cash flows and the net book value of the container s was only approximately
$200 million.  We have the following comments in this regard:

 We note that you have provided us with additional stress test information on the
entire portfolio of units held in use rather than by the asset groups described in your
response.  Please tell us whether any of your individual asset groups had
undiscounted cash flow less than their net book value under these additional stress
tests;

 If there are reasonably possible scenarios which indicate there may be a material
impairment at any of your asset group levels being tested, please expand your critical
accounting policy disclosures to provide the following additional information:

 A description of the key assumptions used by the Company in calculating the
asset group’s  future cash flow and how those key assumptions were determined;

 A discussion of the degree of uncertainty associated with the specific key
assumptions; and

 A description of potential events and/or changes in circumstances that are specific
to the asset group and could reasonably be expected to negatively affect the key
assumptions.

Please refer to Item 303(a)(3)(ii) of Regulation S -K and Section 501.14 of the Financial
Reporting Codification for guidance.  In this regard, we note that registrants should
provide disclosure about critical accounting estimates pursuant to the guidance in Release
33-8350 if (i) the nature of the estimates or assumptions is material due to the levels of
subjectivity and judgment necessary to account for highly uncertain matte rs or the
susceptibility of such matters to change and (ii) the impact of the estimates and
assumptions on financial condition or operating performance is material.

Ian Schwartz
Triton Container International Limited
May 4, 201 6
Page 3

 Container rental equipment, page 182

4. We note from your response to prior comment 9 th at you regularly review the disposition
pricing of your containers and use this information to make decisions regarding estimates
of residual values.  In light of the fact that container rental equipment is your most
significant asset and you experienced l osses when selling certain 40 -foot dry van
containers and 40 -foot high cube dry van containers during 2015, please expand your
critical accounting policy disclosures to provide much of the information provided in
your response.  Specifically:

 Expand your disclosures to clarify how you meet your objective of setting residual
value estimates to reflect the likely outcomes over time;

 Clarify that you evaluate the relationship between sales prices and residual values
over a long -term horizon;

 Disclose your b elief that a 7 -year analysis to be the most relevant since this
encompasses the broadest data set over a longer -time horizon.  In this regard, please
clarify, if true, that this time horizon captures the cycles of your business to allow for
an appropriate assessment of your assumptions underlying your depreciation policy;

 Expand your disclosure to address the fact that during the fourth quarter of 2015, you
experienced losses when selling certain 40 -foot dry van containers and 40 -foot high
cube dry van con tainers during 2015.  Clarify that you do not adjust your long -term
residual value estimates based on short -term data points and that you regularly review
your data and will make further revisions as and when conditions warrant.  Please
confirm, and if tru e, revise your disclosure to indicate that you continue to monitor
the sales prices for indicators of a deeper, more sustained market turndown and, if
necessary, will adjust your estimates if there are indicators that the current weak
market for containers  will be sustained in the long term.

Where You Can Find More Information, page 233

5. Please incorporate by reference TAL’s 10 -K/A, filed April 22, 2016, in your next
amendment.

Financial Statements, page F -1
Note 1 - Business and Summary of Significant Ac counting Policies, page F -8
(c) Principals of Consolidation, page F -8

6. We note your response to prior comment 8.  You disclose that you only held 45.1% of
TCI membership interests as of December 31, 2014.  Please clarify whether or not your
TCI membership interests also represent your voting interests.  If so, and in light of your
conclusion that TCI is not a variable interest entity, it is unclear as to your accounting
basis for consolidating TCI in 2014.  Please advise.

Ian Schwartz
Triton Container International Limited
May 4, 201 6
Page 4

 Note 13 – Share Based Compensation,  page F -30
Options, page F -30

7. We note your response to prior comment 12.  Please clarify for the unvested options if
you took into consideration whether the employees were expected to complete the
requisite service at the time of the modification, and if so what consideration you gave to
also recognizing compensation cost equal to the unrecognized grant -date fair value of the
original award in addition to the incremental compensation cost over the remaining
requisite service period.

You may contact Tracie  Mariner , Staff Accountant at 202 -551-3744 or Jeanne Baker ,
Staff Accountant  at 202-551-3691 if you have questions regarding comments on the  financial
statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E-mail
Neil Markel
Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

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.

      2

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

      3

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

      4

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

      5

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

      6

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).

Mail Stop 4631       April 18, 201 6

Via E -mail
Ian Schwartz
General Counsel
Triton Container International Limited
55 Green Street
San Francisco, C A 94111

Re: Triton International  Limited
Amendment No. 2 to Registration Statement on Form S -4
Filed April 1 , 201 6
  File No. 333-208757

Dear Mr. Schwartz :

We have reviewed your response letter and the above -referenced filing, and have the
following 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.

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

Ian Schwartz
Triton Container International Limited
April 18, 201 6
Page 2

 and revise your disclosures to clarify how you determined the appropriateness of this
estimate.

3. We note that your estimated fair value of TAL’s l easing 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.

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.

Management’s Discussion and Analysis of Finan cial 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 elsewher e 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 reli ed on in
determining the estimates of future cash flows.  Ensure you provide the support for
your assumptions of future lease pricing for your leases that have historically high
rates expiring between 2015 and 2020;

Ian Schwartz
Triton Container International Limited
April 18, 201 6
Page 3

  If material, please specifically addre ss 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
assump tions 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.

Triton’s Compensation Discussion and An alysis, page 215
Annual Incentive Compensation, page 216

6. Please briefly describe why Mr. O’Callaghan achieved 150% of the target for his
Individual Performance metric.

Fiscal 2015 Summary Compensation Table, page 221

7. In your next amendment, please re port Mr. O’Callaghan’s compensation awarded under
your IBP under the “non -equity incentive plan compensation” column.  Refer to Items
402(a)(iii) and 402(c) of Regulation S -K.  Additionally, please add the grants of plan -
based awards table as required by I tem 402(d) of Regulation S -K.

Financial Statements, page F -1
Note 1 - Business and Summary of Significant Accounting Policies, page F -8
(c) Principals of Consolidation, page F -8

8. We note your response to prior comment 10.  Please disclose the percentage of your TCI
LLC interests.

(m) Container Rental Equipment, page F -12

9. We note your disclosure that after conducting your regular depreciation policy review,
you elected to reduce the estimated residual values for 40 -foot dry van containers (from
$1,300 to  $1,200) and for 40 -foot high cube dry van containers (from $1,700 to $1,400)
effective October 1, 2015. Given your current leasing environment including the
substantial decline in steel prices, please provide us with sufficiently detailed information
underlying your review to support the revised estimated residual values of your dry van
containers as well as your conclusion that the residual value of remaining fleet did not
warrant revaluation.

10. Please disclose the net book value of your leasing equipment by equipment type and
quantify the total book value of the units that are not on lease as of December 31, 2015
and 2014.

Ian Schwartz
Triton Container International Limited
April 18, 201 6
Page 4

 Note 9 – Debt, page F -18

11. We note your response to prior comment 13.  Please quantify the container owners’
restricted net assets.

Note 13 – Share Based Compensation, page F -30
Options, page F -30

12. With reference to the Option Transaction Agreements, please disclose the underlying fair
value of the Class A common shares used in your determination of the $391,000 share -
based compensation  expense resulting from the modification related to the market -based
options.  With reference to the appropriate authoritative literature, please explain how
you accounted for the modification of both your vested and unvested market -based
options.

13. With re ference to the Option Transaction Agreements, please disclose the estimated fair
value and number of Class A common shares to be issued in connection with the
modification of your service -based options and how such amounts were determined.
Please also dis close the per share fair value of the Class A common shares that was used
to determine the fair value of the options as of December 31, 2015.  Please also clarify
why you have reflected your marked to market adjustment was reflected as an increase in
paid in capital.

14. Under your Total Options caption you indicate that the aggregate intrinsic value of all
options exercisable and outstanding under the Option Plan, which represents the total pre -
tax intrinsic value based on the Company’s Class A common share f air value of $12.26
per shares of December 31, 2105, was $0.  Please reconcile this per share fair value to the
implied fair value of your Class A shares of $35.29 per share ($120,000 divided by 3,542
Class A common shares issued in May 2015 and $400,000 d ivided by 11,334 Class A
common shares issued in February 2015) as reflected in the Non -Employee Director
Equity Plan tabular disclosure on page F -34.

You may contact Tracie Mariner , Staff Accountant at 202 -551-3744 or Jeanne Baker ,
Staff Accountant  at 202-551-3691 if you have questions regarding comments on the  financial
statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Sincerely,

 /s/ Craig S livka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

Ian Schwartz
Triton Container International Limited
April 18, 201 6
Page 5

cc: Via E-mail
Neil Markel
Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

    Writer’s Direct Dial:  +1 212 225 2735

    E-Mail:  nmarkel@cgsh.com

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

    2

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

    3

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

    5

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

Mail Stop 4631       February 19 , 201 6

Via E -mail
Ian Schwartz
General Counsel
Triton Container International Limited
55 Green Street
San Francisco, C A 94111

Re: Triton International Limited
Amendment No. 1 to Registration Statement on Form S -4
Filed February 5, 201 6
  File No. 333-208757

Dear Mr. Schwartz :

We have reviewed your response letter and the above -referenced filing, and have the
following 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.

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.

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 expe cted to be applicable, please explain the
business purpose of the voting restrictions set forth in the Sponsor Shareholder
Agreement;

Ian Schwartz
Triton Container International Limited
February 19 , 201 6
Page 2

  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 S hareholder 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.

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 marke t.  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 th e 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.

Note 5 - Adjustments to Unaudited Pro Forma Combined Balance Sheet, page 71

5. Based on thi s adjustment amount in (k)(3) provided in this footnote, it appears that the
transaction costs incurred were approximately $20.7 million.  Please reconcile this
amount to your disclosures provided on page 38 in response to prior comment 6.
Disclose the am ount of nonrecurring charges which result directly from the mergers and
which will be included in income within the 12 months succeeding the mergers.  Please
also revise your Unaudited Pro Forma Combined Statement of Income to disclose income
(loss) from c ontinuing operations before nonrecurring charges.

Note 6 - Adjustments to Unaudited Pro Forma Combined Statements of Income, page 73

6. We note your expanded disclosure provided in (d) of this footnote regarding the unvested
share base awards at both TAL and  Triton that will vest immediately upon the closing of
the merger.  Please quantify the amount that you will charge to management, general, and
administrative expenses upon closing of the mergers.

7. You indicate that certain modifications were made to th e Triton share option plan as of
November 9, 2015 which may result in an additional charge to share based compensation.
Please expand your disclosure to identify the nature of the modifications and quantify the

Ian Schwartz
Triton Container International Limited
February 19 , 201 6
Page 3

 amount of the additional charge.  Given that  the modifications have been already made, it
is unclear why an estimate cannot be made.

Summary of Material Financial Analyses of Triton, page 104
Selected Publicly Traded Companies Analysis, page 104

8. We note your revised disclosure in response to comme nt 21 in our letter dated January
21, 2016.  Please disclose the specific primary considerations and judgements you made
when comparing the financial and operating characteristics of these companies to Triton.
This comment also applies to the correspondin g section related to the TAL analysis on
page 107.

Consolidated Financial Statements for Fiscal Year Ended December 31, 2014
General

9. Please update the financial information in your filing to include the audited fiscal year
ended December 31, 2015 in accordance with Rule 3 -12(d) of Regulation S -X.

Note 1 - Business and Summary of Significant Accounting Policies, page F -8
(c) Principles of Consolidation, page F -8

10. We have read your response to prior comment 34 in which you indicate that subject to the
limitations set forth in the Operating Agreement, Triton has full and complete charge of
all affairs of TCI, and management and control of TCI’s business resides exclusively with
Triton.  Subject to the limitations set forth in the Operating Agreement, Triton has the
rights, powers and authority to obligate and bind TCI to take actions as Triton deems
necessary.  Please tell us what these lim itations relate to and how, in light of these
limitations you were able to conclude that the other members of TCI do not have
substantive participating rights.  Please address the need to disclose the nature of these
limitations.  Finally, if material, ple ase file the agreement as an Exhibit to your next
amendment on Form S -4. Refer to Item 601(b)(10) of Regulation S -K.

11. Disclose the nature of your interests in your regional service subsidiaries and the related
consolidation policy.

12. We have read your respo nse to prior comment 36 as well as the additional information
you have provided.  We note that your discussion of the Operating Agreement on page F -
16 appears to discuss the allocation of cash flows related to container dispositions and
non-container dispo sitions.  Please expand this disclosure herein or in MD&A to address
how the allocation of cash flows correlates to the income attributable to non -controlling
interests.

Ian Schwartz
Triton Container International Limited
February 19 , 201 6
Page 4

 Note 9 – Debt, page F -18

13. We note your additional disclosures provided in response  to prior comment 39.  With
reference to the nature of the restrictions related to the $1,298,360 of container owners’
assets that are not available to directly satisfy your debts, please address the need to
provide Schedule I as required by Rule 5 -04 of R egulation S -X.

14. We note that Holdco will assume Triton’s debt upon the completion of this transaction.
Please tell us what consideration you have given to filing Triton’s material debt
agreements —which include the revolving credit facilities, term loans,  institutional notes,
and asset -backed notes —as exhibits to your registration statement.

You may contact Tracie Mariner , Staff Accountant at 202 -551-3744 or Jeanne Baker ,
Staff Accountant  at 202-551-3691 if you have questions regarding comments on the  financial
statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -551-3236 or
Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E-mail
Neil Markel
Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

    Writer’s Direct Dial:  +1 212 225 2735

    E-Mail:  nmarkel@cgsh.com

VIA EDGAR CORRESPONDENCE

February 5, 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

Registration Statement on Form
S-4

Filed December 24, 2015

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 January 21, 2016 with respect to Triton International Limited’s Registration Statement on Form S-4 filed with the Securities
and Exchange Commission (the “Commission”) on December 24, 2015 (the “Form S-4”), and is
submitted on behalf of the registrant. Triton International Limited (“Holdco”) has filed today Amendment No.
1 to the Form S-4 (“Amendment No. 1”) 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. 1. Capitalized terms not otherwise defined
in this letter shall have the meanings set forth in Amendment No. 1.

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 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. 1 marked to show the revisions Holdco has made to the Form S-4, including revisions made in response to the Staff’s comments,
and certain other information noted below.

Registration Statement on Form
S-4

General

 1. Please supplementally provide us with copies of all board books and other materials prepared by
BofA Merrill Lynch that were shared with the TAL board and its representatives.

Response:

In
response to the Staff’s comment, the presentation materials prepared by BofA Merrill Lynch and shared with TAL’s Board
of Directors in connection with the delivery of BofA Merrill Lynch’s opinion, dated November 9, 2015, to TAL’s Board
of Directors summarized under the caption “The Mergers  — Opinion of TAL’s Financial Advisor” are
being provided to the Staff under separate cover by counsel to BofA Merrill Lynch, on a confidential and supplemental basis pursuant
to Rule 418 under the Securities Act, Rule 12b-4 under the Exchange Act and the provisions of 17 C.F.R. § 200.83.

Opinion of TAL’s Financial
Advisor, page 15

 2. Please disclose here that TAL will pay BofA Merrill Lynch $12.5 million, including $10.5 million
payable contingent upon consummation of the transaction. Additionally, please disclose here that TAL has sole discretion to increase
this amount by $2.5 million.

Response:

In
response to the Staff’s comment, the disclosure on page 15 of Amendment No. 1 has been expanded.

Interests of TAL Officers and Directors
in the Mergers, page 15

 3. Please quantify here the aggregate value of the benefits that the TAL directors and executive officers
will receive as a result of their interests in the transaction.

Response:

In response to the Staff’s
comment, the disclosure on page 15 of Amendment No. 1 has been expanded.

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 3

Selected Unaudited Pro Forma Combined
Financial Statements, page 29

 4. Please expand footnote (1) to better clarify how the cash dividends paid per share were calculated.

Response:

As requested by the Staff, footnote
(1) on each of pages 30 and 31 of Amendment No. 1 has been expanded.

Comparative Per Share Data of TAL
and Pro Forma Combined Company, page 31

 5. Please disclose the historical per share data of Triton as required by Item 3(f) of Part I.A. of
Form S-4, or tell us why you do not believe it is required.

Response:

In response to the Staff’s
comment, the historical per share data of Triton has been included on page 31 of Amendment No. 1.

Risk Factors, page 34

TAL and Triton will incur significant transaction and merger related transition costs..., page 37

 6. Please disclose the estimated “significant, non-recurring costs in connection with consummating
the mergers and integrating the operations.” Additionally, please disclose the estimated “significant fees and expenses
relating to legal, accounting and other transaction fees and other costs associated with the mergers.”

Response:

In response to the Staff’s
comment, the disclosure on pages 37 and 38 of Amendment No. 1 has been revised.

Holdco’s customer base will
be highly concentrated..., page 42

 7. Please disclose the customer that represented 13% of Holdco’s leasing revenues for 2014,
as well as any other customer that represented at least 10% of leasing revenues.

Response:

In response to the Staff’s
comment, the disclosure on page 42 of Amendment No. 1 has been revised to disclose the two customers that would have represented
at least 10% of Holdco’s combined leasing revenues for 2015 on a pro forma basis. Other than the two customers disclosed
on page 42 of Amendment No. 1, no other

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 4

individual customer would have
represented 10% or more of Holdco’s combined leasing revenues for 2015 on a pro forma basis.

Unaudited Pro Forma Combined Financial Information,
page 63

Notes to Unaudited Pro Forma Combined Financial Information, page 67

 8. We note that under the terms of the agreement, TAL is permitted to declare and pay dividends in
an aggregate amount up to $1.44 per share prior to closing (inclusive of the $ 0.45 per share payable on December 23, 2015). Please
disclose the total potential dividend payment.

Response:

In response to the Staff’s
comment, the disclosure on page 68 of Amendment No. 1 has been expanded to disclose the total dividend payment.

 9. With reference to your disclosure on pages 10 and 11, please expand your pro forma financial information
to address the accounting implications related to the treatment of TAL and Triton stock-based awards in connection with the TAL
merger.

Response:

In response to the Staff’s
comment, the disclosure in Notes 3 and 6(d) to the Unaudited Combined Pro Forma Financial Statements on pages 70 and 74 of Amendment
No. 1 related to the treatment of TAL and Triton share-based awards in connection with the mergers has been expanded.

Note 1- Basis of Presentation,
page 67

 10. You indicate that this transaction is effectively a reverse merger whereby Triton will gain access
to the U.S. equity capital markets via a merger with an existing SEC public reporting entity. Triton has been treated as the acquirer
in the merger for accounting purposes. With reference to the specific terms of this transaction, please address the following comments
regarding this accounting:

 · Please clarify how you concluded that this transaction was effectively a reverse merger. Specifically
address the fact that TAL did not issue its shares in this transaction; and

 · Demonstrate the appropriateness of identifying Triton as the accounting acquirer. In this regard,
you should address all the factors set forth in ASC 805-10-55-12 through 15. Ensure your response specifically addresses the following
pertinent facts:

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 5

 a) On page 123, you indicate that the Sponsor Shareholders Agreement calls for certain limitations
on the manner in which Sponsor Shareholders may vote their Holdco common shares in the election and removal of certain directors.
As a result of these limitations, the TAL stockholders would be viewed as receiving more than 50% of the voting power of the Holdco
common stock for the purposes of certain Treasury Regulations;

 b) On page 116, you indicate that as of the date of this proxy statement/prospectus, the current Holdco
directors are represented by four current TAL directors and four current Triton directors. One additional independent director
will be identified by the TAL Nominating and Corporate Governance Committee; and

 c) On page 87, you indicate that during May 20, 2015 and three days following, there were discussions
regarding the relative valuation of TAL and Triton. As of that date, the discussion of the terms of the merger indicated that although
the TAL shareholders would own 45% of the combined company, since Triton agreed that TAL would have the right to continue to pay
dividends to shareholders (without Triton having a corresponding right) through the remainder of 2015, TAL viewed this right as
an equivalent to an approximately 47-48% economic share in the combined company for combined company. Address the economics of
the merger in light of the fact that TAL is permitted to declare and pay dividends in an aggregate amount up to $1.44 per share
prior to closing.

Response:

In response to the Staff's comment,
the reference to the transaction effectively being a reverse merger on page 68 of Amendment No. 1 has been deleted as it has no
impact on the determination of the accounting acquirer in the transaction.

With respect to the determination
of the accounting acquirer in the transaction, Holdco respectfully advises the Staff that, in making the determination of the accounting
acquirer, after evaluation of all of the relevant factors, all else being equal (that is, where in this transaction all other relevant
factors are neutral and do not favor either party as the accounting acquirer), it was concluded that former Triton shareholders’
majority voting power in the combined entity, the presence of a large minority voting interest concentrated within the former Triton
shareholders and the relative size of Triton in relation to TAL indicated that Triton should be the accounting acquirer.

In response
to the Staff's comment, the Staff is supplementally advised as follows:

ASC 805-10-55-12 provides factors
to consider in identifying the acquirer in a business combination effected by exchanging equity interests, including:

 · the relative voting rights in the combined
entity after the business combination;

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 6

 · the existence of a large minority interest
in the combined entity;

 · the composition of the governing body
after the business combination;

 · the composition of senior management after
the business combination; and

 · the terms of the exchange of the equity
interests in the combined entity.

ASC 805 provides no hierarchical
guidance on determining the acquirer in a business combination effected through an exchange of equity interests. All pertinent
facts and circumstances should be considered, particularly those in ASC 805-10-55-12(a) through 55-12(e). Additional facts and
circumstances that may be pertinent are which of the combining entities initiated the business combination as well as the relative
size of the combining entities.

Relative voting rights in
the combined entity

The acquirer usually is the
entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity.

Triton shareholders as a group
will receive approximately 55% of the ownership of the combined entity, and thereby approximately 55% of the voting rights, giving
them the majority of the voting rights of the combined entity, while TAL stockholders as a group will have a minority of the ownership
and voting rights in the combined entity. Disregarding the voting restrictions set forth in the Sponsor Shareholders Agreements
(which are discussed further below), the significant differential between the voting interest of the Triton shareholders and the
TAL stockholders in the combined entity would favor Triton as the accounting acquirer.

As noted by the Staff, there
are certain provisions in the Sponsor Shareholders Agreements that provide certain voting restrictions on the Sponsor Shareholders.
As a result of these restrictions, the TAL stockholders could be viewed as receiving, as a group, more than 50% of the voting power
of the combined entity. As discussed below, due to the limited circumstances in which these voting restrictions are expected to
be applicable, Holdco believes that, despite these restrictions, the majority voting interest of the former Triton shareholders
in the combined entity would nevertheless favor Triton as the accounting acquirer.

Only in certain situations do
the provisions of the Sponsor Shareholders Agreements require the Sponsor Shareholders to vote a portion or all of their respective
Holdco shares in the same proportion as the votes cast by the Holdco shareholders other than the Sponsor Shareholders – the
following are those situations:

 (i) any election or removal of directors (other than with respect to any contested election, any election
or removal of the directors appointed by the Sponsor

Ms. Pamela Long, Assistant Director

U.S. Securities and Exchange Commission

February 5, 2016, p. 7

Shareholders or any replacement
of such Sponsor Shareholder appointed directors); and

 (ii) any vote or consent on any shareholder proposal or extraordinary transaction that is not approved
by a majority of the Holdco Board and, in the case of an extraordinary transaction, provides equal treatment of all Holdco shares.

It is expected that many significant
matters that would be submitted to shareholders of the combined entity for approval would be first approved by the Holdco Board,
in which case the Sponsor Shareholders would not be subject to these voting restrictions. Significant matters expected to be approved
by the Holdco Board prior to being put to a shareholder vote include negotiated extraordinary transactions, the ratification of
the appointment of Holdco’s auditor, executive compensation-related matters and amendments to Holdco’s organizational
documents proposed by the Holdco Board. Therefore, it is expected that the Sponsor Shareholders would be able to vote their shares
freely with respect to these and other significant matters.

In addition, despite the voting
restrictions applicable to elections and removals of directors, the Sponsor Shareholders will have significant influence in the
selection of the directors nominated to serve on the Holdco Board due to their right to nominate a total of three directors to
the nine member Holdco Board and their right to have at least one of their director designees appointed to Holdco’s Nominating
and Corporate Governance Committee.

Given the limited circumstances
in which the Sponsor Shareholder voting restrictions are expected to be applicable, Holdco concluded that former Triton shareholders
will have greater voting power in the combined entity (55% as a group) relative to former TAL stockholders (45% as a group) for
many of the significant matters expected to be presented to Holdco’s shareholders for a vote. Thus, Holdco considers this
element to support Triton as the accounting acquirer.

Existence of a large minority
voting interest

The acquirer usually is the
combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity.

The Sponsor Shareholders will
hold an aggregate interest in the combined entity of approximately 42% and therefore are considered to have a substantial economic
interest in the combined entity and are expected to be highly influential with respect to Holdco Board and shareholder matters.

Another significant minority
of the total shares of the combined entity will be held by the Pritzker Shareholders. While the various Pritzker Shareholders have
not agreed to vote their Holdco shares as a single block, their interests, in the aggregate, in the combin

Mail Stop 4631       January 2 1, 201 6

Via E -mail
Ian Schwartz
General Counsel
Triton Container International Limited
55 Green Street
San Francisco, C A 94111

Re: Triton International Limited
Registration Statement on Form S -4
Filed December 24 , 2015
  File No. 333-208757

Dear Mr. Schwartz :

We have reviewed your 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 amending your registration statement and providing the
requested information.   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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration S tatement on Form S -4

General

1. Please supplementally provide us with copies of all board books and other materials
prepared by BofA Merrill Lynch that were shared with the TAL board and its
representatives.

Opinion of TAL’s Financial Advisor, page 15

2. Please disclose here that TAL will pay BofA Merrill Lynch $12.5 million, including
$10.5 million payable contingent upon consummation of the transaction.  Additionally,
please disclose here that TAL has sole discretion to increase this amount by $2.5 million.

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 2

 Interests of TAL Officers and Directors in the Mergers, page 15

3. Please quantify here the aggregate value of the benefits that the TAL directors and
executive officers will receive as a result of their interests in the transaction.

Selected Unaudited  Pro Forma Combined Financial Statements, page 29

4. Please expand footnote (1) to better clarify how the cash dividends paid per share were
calculated.

Comparative Per Share Data of TAL and Pro Forma Combined Company, page 31

5. Please disclose the historical per share data of Triton as required by Item 3(f) of Part I.A.
of Form S -4, or tell us why you do not believe it is required.

Risk Factors, page 34
TAL and Triton will incur significant transaction and merger related transition costs…, page 37

6. Please disclose the estimated “significant, non -recurring costs in connection with
consummating the mergers and integrating the operations.”  Additionally, please disclose
the estimated “significant fees and expenses relating to legal, accounting and othe r
transaction fees and other costs associated with the mergers.”

Holdco’s customer base will be highly concentrated…, page 42

7. Please disclose the customer that represented 13% of Holdco’s leasing revenues for 2014,
as well as any other customer that repr esented at least 10% of leasing revenues.

Unaudited Pro Forma Combined Financial Information, page 63
Notes to Unaudited Pro Forma Combined Financial Information, page 67

8. We note that under the terms of the agreement, TAL is permitted to declare and pa y
dividends in an aggregate amount up to $1.44 per share prior to closing (inclusive of the
$ 0.45 per share payable on December 23, 2015).  Please disclose the total potential
dividend payment.

9. With reference to your disclosure on pages 10 and 11, please  expand your pro forma
financial information to address the accounting implications related to the treatment of
TAL and Triton stock -based awards in connection with the TAL merger.

Note 1 - Basis of Presentation, page 67

10. You indicate that this transaction is effectively a reverse merger whereby Triton will gain
access to the U.S. equity capital markets via a merger with an existing SEC public
reporting entity.  Triton has been treated as the acquirer in the merger for acco unting

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 3

 purposes.  With reference to the specific terms of this transaction, please address the
following comments regarding this accounting:
 Please clarify how you concluded that this transaction was effectively a reverse
merger.  Specifically address the fact that TAL did not issue its shares in this
transaction;  and
 Demonstrate the appropriateness of identifying Triton as the accounting acquirer.  In
this regard, you should address all the factors set forth in ASC 805 -10-55-12 through
15.  Ensure your r esponse specifically addresses the following pertinent facts:
a) On page 123, you indicate that the Sponsor Shareholders Agreement calls for
certain limitations on the manner in which Sponsor Shareholders may vote their
Holdco common shares in the election an d removal of certain directors.  As a
result of these limitations, the TAL stockholders would be viewed as receiving
more than 50% of the voting power of the Holdco common stock for the purposes
of certain Treasury Regulations;
b) On page 116, you indicate th at as of the date of this proxy statement/prospectus,
the current Holdco directors are represented by four current TAL directors and
four current Triton directors.  One additional independent director will be
identified by the TAL Nominating and Corporate Governance Committee; and
c) On page 87, you indicate that during May 20, 2015 and three days following,
there were discussions regarding the relative valuation of TAL and Triton.  As of
that date, the discussion of the terms of the merger indicated that alth ough the
TAL shareholders would own 45% of the combined company, since Triton agreed
that TAL would have the right to continue to pay dividends to shareholders
(without Triton having a corresponding right) through the remainder of 2015,
TAL viewed this rig ht as an equivalent to an approximately 47 -48% economic
share in the combined company for combined company.  Address the economics
of the merger in light of the fact that TAL is permitted to declare and pay
dividends in an aggregate amount up to $1.44 per share prior to closing.

Note 3 – Preliminary Merger Consideration, page 68

11. With reference to ASC 605 -30-30-7, please address the appropriateness of measuring the
preliminary fair value of the merger consideration paid to TAL based on the TAL’s
estimated market value.

Note 5 – Notes to Unaudited Pro Forma Combined Balance Sheet, page 69

12. Please expand footnote (b) to better explain how you calculated the adjustments to the
estimate the fair value of the TAL’s leasing equipment, including disclosing the
economic useful life and the remaining estimated remaining useful lives by each asset
group.  Also identify the asset groupings.

13. Please expand footnote (g) to provide additional information regarding the material
underlying assumptions of this adjustment.

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 4

 14. Please expand Note (c) to address how you computed the depreciation expense.  Clarify
if this adjustment includes any changes to the underlying useful lives or residual values of
the leasing equipment.  In addition, please specifically address how you dete rmined the
residual value of the leased equipment in light of continued decrease in the cost of new
containers.

15. Please expand Note (e) to explain the underlying assumptions related to the interest
expense adjustments.

The Mergers, page 80
Background of the Mergers, page 80

16. Please revise your disclosure in this section to expand upon the discussions the TAL
board and management had when comparing the proposed Triton and Party C
transactions.  For example, we note that the TAL board and management indicat ed that:
 the Party C transaction was highly dilutive; however, the Triton transaction decreases
TAL’s current stockholder ownership by 55%;
 Party C’s premium was not high enough; however, there is no indication that the
Triton transaction offered a premiu m; and
 The Triton transaction “would be both the most feasible transaction and the most
beneficial for TAL stockholders.”

Additionally, please expand upon the discussion by the TAL Board, TAL management,
and BofA Merrill Lynch on July 21, 2015 that compa red these two transactions.

17. Please include TAL Board’s discussion of the following aspects of the transaction:
 the ability of Warburg Pincus and Vestar to select two and one, respectively, board
members; and
 Warburg Pincus will control 42% of the combin ed company’s equity.

TAL’S Reasons for the Mergers, page 95

18. Please expand upon why the regions and product lines of TAL and Triton are
complementary.

19. Please elaborate on the nature of the cost synergies you expect to achieve.  Additionally,
please discl ose why you think you will be able to fully implement these synergies by the
end of 2016.

Summary of Material Financial Analyses of Triton, page 101
Selected Publicly Traded Companies Analysis, page 101

20. Please disclose the criteria used in selecting Textainer, CAI, and TAL as comparables
and disclose whether any companies meeting this criteria were excluded and the reasons

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 5

 for doing so.  Additionally, please discuss why BofA Merill Lynch considered TAL and
Textainer as the “core” selected publicly tra ded companies.

21. We note your disclosure on page 103 that “analysis involves complex considerations and
judgments concerning differences in financial and operating characteristics and other
factors that could affect the public trading or other values of the  companies to which
Triton was compared.”  Please disclose the primary considerations and judgments you
made when comparing these companies to Triton.  This comment also applies to the
corresponding section related to the TAL analysis on page 104.

Miscell aneous, page 106

22. Please revise your disclosure on pages 107 and 108 to provide a complete quantitative
description of the fees received by BofA Merrill Lynch for services provide to TAL,
Triton, Warburg Pincus, and Vestar, and their affiliates, in the pas t two years.

Prospective Financial Information, page 108

23. We note that in October  2015, TAL updated the 2015 forecast to reflect actual results
from the third quarter of 2015 and expectations for the fourth quarter of 2015.  Please
disclose whether Triton prepared any updated information.

The Holdco Board of Di rectors and Management After the Mergers, page 116

24. Please file consents for any person who has not signed the registration statement and is
named as about to become a director.  Please see Rule 438 of the Securities Act of 1933.

The Transaction Agreemen t, page 127
Explanatory Note, page 127

25. We note your disclosure that “information concerning the subject matter of the
representations and warranties… may have changed since the date of the transaction
agreement.”  Please be advised that, notwithstanding t he inclusion of a general
disclaimer, you are responsible for considering whether additional specific disclosures of
material information regarding material contractual provisions are required to make
statements in the proxy statement/prospectus not mislea ding.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Triton, page 157
General

26. We note your disclosures in Note 1 of your financial statements that you operate and
manage your fleet for you r own account and on behalf of container owners.  Please
expand your tabular disclosure on page 159, related to the size of your fleet, to separate ly
identify the units you own and the units you manage.

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 6

 Operations, page 158
Operating Performance, page 158
Per diem rates, page 160

27. Expand your disclosure to discuss average per diem rates for your dry van, refrigerated,
and specialized units.

Liquid ity and Capital Resources, page 171

28. We note your disclosure on page 27 that one of the potential benefits of the TAL merger
identified by TAL’s Board of Directors will result from Holdco’s plans to implement an
annual dividend of $1.80 per share and share  repurchases of up to $250 million following
the consummation of the mergers.  Please address the potential liquidity implications of
these plans.

Critical Accounting Policies, page 175
Container rental equipment, page 176

29. We note that the range of resid ual values for your dry, specialized, and refrigerated
containers is material.  Please tell us what consideration you have given to providing
disaggregated information for these containers, such as by size (20ft, 40ft, etc.) so that
more precise residual v alues can be disclosed.

Valuation of long -lived assets – container rental equipment, page 177

30. Please disclose how you group your container rental equipment for impairment testing.

Certain Beneficial Owners of TAL Common Stock, page 185

31. Please include t he information required by Item 6 of Schedule 14A, regarding voting
securities and principal holders thereof, for Triton.  Refer to Item 18(a)(5)(ii) of Form S -
4.

Consolidated Financial Statements for Fiscal Year Ended December 31, 2014
Independent Auditor’s Report, page F -1

32. Based on the current accounting treatment of the mergers, Triton will be considered the
acquirer of TAL.  Therefore, Triton also appears to be the predecessor of Triton
International Limited.  As  such, please have your independe nt auditor´s revise their report
to make reference to PCAOB standards, or explain to us why no revision is necessary.

Ian Schwartz
Triton Container International Limited
January 2 1, 201 6
Page 7

 Consolidated Statements of Income, page F -4

33. Please provide the appropriate earnings per share information on the face of your income
statement as well as the other disclosure requirements of ASC 260.  Refer to ASC 260 -
10-15-2.  Address this comment in your interim financial statements as well.

Note 1 - Business and Summary of Significant Accounting Policies, page F -8
(c) Principles of Consolidation, page F -8

34. With reference to the appropriate authoritative literature, please tell us and disclose how
you determined that you have a controlling interest in TCI as well as the nature of such
controlling interest.  Specifically address if thi s entity is a variable interest entity, and if
so, please address all of the disclosure requirements of ASC 810 -10-50-2AA.

35. Please clarify the nature of your ownership interest in Triton Container Investments LLC
(TCCI) and Amphitrite -II, and disclose yo ur consolidation policy for these entities.  Refer
to ASC 810 -10-50-1 and 2AA.

36. Please disclose the terms of the Operating Agreement.  To the extent that the formula
contained in the operating agreement can result in disproportionate allocations to the
noncontrolling interest, please clarify.  To the extent necessary, expand your
Management’s Discussion and Analysis to provide a discussion o f this formula when
discussing changes in non -controlling interests from period to period.

37. We note that the equity me thod of accounting is applied when you do not have a
controlling interest in an entity by exerting significant influence.  Please tell us the nature
of your interest in these entities and how you determined you did not have a controlling
interest.

(k) All ocation (Pooling) of Container Rental Revenue and Direct Container Expense, page F -11

38. Please explain the implication of this accounting policy as it relates to your consolidated
financial statements.  Specifically address the accounting implications of allocating
balance sheet items such as cash, receivables, and payables related to container owners
reflected as non -controlling interests.  Address this comment as it relates to your
disclosure in Note 2 as well.

Note 9 – Debt, page F -18

39. You disclose that notwithstanding the inclusion of the accounts of the container owners
in these consolidated financial statements, the respective assets and credit (i.e.