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                             January 18, 2022

       Kevin Krieger
       Secretary
       FTAI Infrastructure LLC
       c/o Fortress Investment Group LLC
       1345 Avenue of the Americas, 45th Floor
       New York, NY 10105

                                                        Re: FTAI Infrastructure
LLC
                                                            Draft Registration
Statement on Form 10
                                                            Submitted December
20, 2021
                                                            CIK No. 0001899883

       Dear Mr. Krieger:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement Submitted December 20, 2021

       General

   1.                                                   Please revise the
forepart and main sections to address any material changes in
                                                        shareholder rights.
 Kevin Krieger
FirstName  LastNameKevin
FTAI Infrastructure LLC Krieger
Comapany
January 18,NameFTAI
            2022      Infrastructure LLC
January
Page 2 18, 2022 Page 2
FirstName LastName
Summary
Our Strengths, page 2

2.       Please revise to ensure that the information you include in your
summary is balanced. To
         the extent that you cite competitive strengths in your summary, please
revise as necessary
         to provide balanced information, such as the indebtedness to be
incurred in connection
         with the spin-off and any benefits that will be lost following the
spin-off.
Organizational Structure, page 5

3.       For clarity and context, please include a graphic depiction and brief
accompanying
         narrative of the corporate structure after the separation that
includes the roles and
         ownership of FIG LLC, Fortress Investment Group LLC and the Fortress
entities.
Reasons for the Spin-off, page 6

4.       Please briefly describe any material negative factors that the board
considered when
         determining whether to engage in the spin-off transaction or advise.
Risk Factors
Risks Related to Our Business
The COVID-19 pandemic has severely disrupted the global economy...., page 18

5.       In light of the time that has passed since the initial outbreak of the
novel COVID-
         19 pandemic in December 2019, please revise this risk factor to
specifically discuss the
         impact that the COVID-19 pandemic has had on your business to date,
rather than
         presenting such risks as hypothetical. In this regard, please revise
to clarify that COVID-
         19 has impacted you in 2020 and 2021 and disclose any material effects
of COVID-19 on
         your business, financial condition and results of operations. For
instance, we note your
         disclosure elsewhere in the filing indicating that the pandemic
negatively affected refining
         volumes in 2020 and 2021 and that you have seen the impact starting to
normalize and
         that you expect refining volumes to return to normal by 2022. Please
quantify the impact
         on your revenues and any COVID-related costs incurred. Also, discuss
what management
         expects the pandemic's future impact will be, how management is
responding to evolving
         events, and how it is planning for COVID-19-related uncertainties.
Please make
         conforming changes to your Management   s Discussion and Analysis of
Financial
         Condition and Results of Operations section. For guidance, consider
the Division of
         Corporation Finance's Disclosure Guidance: Topic Nos. 9 and 9A,
available on our public
         website.
Our Spin-Off from FTAI, page 41

6.       We note your disclosure throughout that the terms of your key
agreements and the
         agreements related to your separation from FTAI, including the
Separation and
         Distribution Agreement and the Management Agreement, may not reflect
terms that
 Kevin Krieger
FirstName  LastNameKevin
FTAI Infrastructure LLC Krieger
Comapany
January 18,NameFTAI
            2022      Infrastructure LLC
January
Page 3 18, 2022 Page 3
FirstName LastName
         would have resulted from arm   s-length negotiations among
unaffiliated third-
         parties. Please revise to add a new, subsection disclosing the
background of the spin-
         off to explain how it was decided to explore the separation of the
infrastructure business
         into a newly-created and separately-traded public company. Include
disclosures related
         to how the material terms of the spin-off were determined, including,
but not limited to:
         the ancillary agreements, the merger, internal reorganization and the
New Financing.
7.       Disclose whether the board of directors considered alternatives to the
spin-off transaction
         and, if so, why those alternatives were rejected.
Conditions to the Distribution, page 45

8.       Please refer to the disclosure on page 100 that "the Separation and
Distribution Agreement
         will provide that the distribution is subject to several conditions
that must be satisfied or
         waived by FTAI in its sole discretion" and revise the disclosure on
page 45 and in the
         Summary to disclose the conditions that FTAI may waive in its sole
discretion and discuss
         any material consequences to stockholders if FTAI waives any
conditions and proceeds
         with the spin-off.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the years ended December 31, 2020 and 2019, page 63

9.       We note that total revenues decreased primarily from a decrease in
crude marketing
         revenue of $157.9 million due to Jefferson Terminal exiting the crude
marketing strategy
         in the fourth quarter of 2019. Please revise to provide a more
substantive discussion on
         this change and how it impacted results.
Management, page 89

10.      Upon the completion of the charts in this section, please include
identify the members of
         your board and management who will also hold positions at FTAI.
Executive Officer Compensation, page 91

11.       Please update the executive compensation section to include
information for the fiscal
         year ended December 31, 2021.
Description of our Capital Stock
Forum Selection Clause, page 105

12.      We note that your bylaws contain a forum selection provision that
identifies the Court of
         Chancery of the State of Delaware as the exclusive forum for certain
litigation, including
         any "derivative action." Please disclose whether this provision
applies to actions arising
         under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
         Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
 Kevin Krieger
FTAI Infrastructure LLC
January 18, 2022
Page 4
         duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
         Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
         over all suits brought to enforce any duty or liability created by the
Securities Act or the
         rules and regulations thereunder. If the provision applies to
Securities Act claims, please
         also revise your registration statement to state that there is
uncertainty as to whether a
         court would enforce such provision and that investors cannot waive
compliance with the
         federal securities laws and the rules and regulations thereunder. If
this provision does not
         apply to actions arising under the Securities Act or Exchange Act,
please also ensure that
         the exclusive forum provision in the governing documents states this
clearly, or tell us
         how you will inform investors in future filings that the provision
does not apply to any
         actions arising under the Securities Act or Exchange Act. Finally,
please be certain your
         risk factor disclosure includes the risks that your exclusive forum
provision may result in
         increased costs for investors to bring a claim and that the provision
can discourage claims
         or limit investors' ability to bring a claim in a judicial forum that
they find favorable.
Note 2. Summary of Significant Accounting Policies
Variable Interest Entities, page F-11

13.      Please tell us your consideration of disclosing how your involvement
with Delaware River
         Partners LLC affects your financial performance and cash flows. Refer
to ASC 810-10-
         50-2AA-d.
Revenues, page F-14

14.      For your various revenue streams recognized over time, please revise
to clarify your
         methods used to measure progress and why the methods reflect a
faithful depiction of the
         transfer of goods or services. Refer to ASC 606-10-50-18.
Note 15. Income Taxes, page F-36

15.      We note your disclosure that current and deferred tax assets and
liabilities are reported net
         in other current assets/other assets or other current
liabilities/other liabilities. Please tell
         us your consideration of the guidance in ASC 740-10-45-4.
        You may contact Tony Watson at (202) 551-3318 or Theresa Brillant at
(202) 551-
3307 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jessica Livingston at (202) 551-3448 or Eric Envall at
(202) 551-
3234 with any other questions.



FirstName LastNameKevin Krieger                                  Sincerely,
Comapany NameFTAI Infrastructure LLC
                                                                 Division of
Corporation Finance
January 18, 2022 Page 4                                          Office of
Trade & Services
FirstName LastName