Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
December 21, 2007
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ms. Jennifer Hardy
| | | |
Re: | | Brookfield Infrastructure Partners L.P. |
| | | Registration Statement on Form 20-F |
| | | Filed July 31, 2007 |
| | | File No. 001-33632 |
Ladies and Gentlemen:
I refer to Amendment No. 5 to Brookfield Infrastructure Partners L.P.’s Registration Statement on Form 20-F (File No. 001-33632) (the “Registration Statement”) which was filed with the Commission today via EDGAR. We are transmitting herewith via EDGAR a copy of Exhibit 12.1 of the Registration Statement marked to show changes effected in this amendment.
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Should any questions arise in connection with the filing, please contact the undersigned at (212) 310-8199.
Sincerely yours,
/s/ Joshua Robinson
Joshua Robinson
| | | |
| cc: | | Andrew Schoeffler
Tracey Houser
Al Pavot
Securities and Exchange Commission |
