December 9, 2019

Steven Kahn
Chief Financial Officer
Trinity Place Holdings Inc.
340 Madison Avenue
New York, NY 10173

       Re: Trinity Place Holdings Inc.
           Registration Statement on Form S-3
           Filed November 26, 2019
           File No. 333-235276

Dear Mr. Kahn:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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 Statement on Form S-3 filed November 26, 2019

General

1.     Based on publicly available information, it appears that the aggregate
market value of
       your voting and non-voting common equity held by non-affiliates during
the 60 days prior
       to the date of filing of the registration statement may not have
exceeded $75 million, as
       required by General Instruction I.B.1 of Form S-3. Please advise us as
to the basis for
       your eligibility to register securities on Form S-3 at this time. To the
extent you intend to
       rely on General Instruction I.B.6 to Form S-3 for limited primary
offerings, please
       disclose on the prospectus cover page the information called for by
Instruction 7 to
       General Instruction I.B.6. Please also confirm to us your understanding
of the size
       limitations for offerings made under General Instruction I.B.6.
 Steven Kahn
Trinity Place Holdings Inc.
December 9, 2019
Page 2
2.       We note that your forum selection provision 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 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 prospectus 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.
        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.

       You may contact Jonathan Burr at 202-551-5833 or Pamela Long at
202-551-3765 with
any questions.



FirstName LastNameSteven Kahn                                   Sincerely,
Comapany NameTrinity Place Holdings Inc.
                                                                Division of
Corporation Finance
December 9, 2019 Page 2                                         Office of Real
Estate & Construction
FirstName LastName