March 28, 2008
VIA FEDERAL EXPRESS AND EDGAR
H. Christopher Owings
Assistant Director
United States Securities and Exchange Commission
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Re: | General Finance Corporation |
| Post-Effective Amendment No. 3 to Registration Statement on Form S-1 |
| Originally filed January 29, 2008 |
| File No. 333-129830 |
Ladies and Gentlemen:
General Finance Corporation, a Delaware corporation (“General Finance”), hereby requests acceleration of the effective date of its Post-Effective Amendment No.3 to Registration Statement on Form S-1, as amended (File No. 333-129830), to March 31, 2008, or as soon thereafter as possible. In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), General Finance hereby confirms that it is aware of its obligations under the Act. In addition, General Finance acknowledges that:
| · | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, they do not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve General Finance from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | General Finance may not assert 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. |
* * * *
39 East Union Street, Pasadena, California 91103 • (626) 584-9722 • (626) 795-8090 Facsimile
General Finance Corporation
March 31, 2008
Page 2
Please contact the undersigned at (626) 584-9722 extension 1008 as soon as the Post-Effective Amendment No.3 to Registration Statement on Form S-1 has been declared effective or if you have any other questions or concerns regarding this matter.
Very truly yours, |
|
General Finance Corporation |
|
By: | /s/ Christopher A. Wilson |
| Christopher A. Wilson |
| General Counsel, Vice President & Secretary |