MAIL STOP 3561


								December 15, 2005



Mr. Ronald Valenta
Chief Executive Officer
General Finance Corporation
260 S. Los Robles, Suite 217
Pasadena, CA 91101


RE:	General Finance Corporation
	Registration Statement on Form S-1
	Filed November 18, 2005
      File No. 333-129830

Dear Mr. Valenta:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Prior to the effectiveness of this registration statement,
provide
the staff with a copy of the letter or a call from the NASD that
it
has no objection regarding the underwriters` compensation
arrangements.
2. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
affiliate of officers and/or directors, underwriter or attorney
for
any of the above have been involved; the Securities Act Form the
companies` filed on; if applicable, the date of effectiveness;
and,
the status of the offering thus far.  In this regard, tell us the
amount escrowed to date and whether the blank checks have engaged
in
the desired business combination outlined in the prospectus.  To
assist the staff in this regard, please present the information in
a
tabular format.
3. We note that the company has marked the box on the registration
statement facing page indicating that delivery of the prospectus
is
expected to be made in compliance with Rule 434.  Please
supplementally discuss the circumstances in which the company
intends
to utilize the provisions of Rule 434 and how the company intends
to
comply with the requirements of Rule 434.
4. Please explain the basis for your disclosure that the
securities
will be listed on the American Stock Exchange.  Please explain how
the company will satisfy each criterion for at least one of the
listing standards on the exchange.  Please include a discussion of
all of the quantitative standards, e.g., number of public
shareholders.  We may have further comment.
5. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  We may have further comment.

Prospectus Cover Page
6. We note that the company has included the "red herring" legend
on
the prospectus cover page.  Please confirm, if true, that the
company
and the underwriter have commenced their preliminary distribution
of
the prospectus utilizing this initial filing of the prospectus.
We
may have further comment.
7. Please include the page number in the cross-reference to the
risk
factors.
8. Please explain why you are estimating the amount of proceeds
that
will be placed into the trust account.  Disclosure elsewhere in
the
prospectus indicates this is the amount that will be placed in the
trust account.  We may have further comment.

Prospectus Summary, page 1

9. Please tell us the factors you considered in determining to
value
this offering at $60,000,000.  What factors did you consider when
determining that you might need $55,250,000 in the trust fund to
effect the business combination contemplated by the registration
statement?  We note your disclosure with respect to the per share
offering price on page 24 and that "the determination of our
offering
price is more arbitrary than the pricing of securities for an
operating company in a particular industry since the underwriters
are
unable to compare our financial results and prospects with those
of
public companies operating in the same industry," but it does not
appear as though the determination to value the offering at this
amount is an arbitrary decision and we would like to know the
specific factors and motivations behind the valuation.  This
includes
the time period before the company`s corporate existence was
established on October 14, 2005 and encompasses any and all
evaluations and/or discussions that may have taken place prior to
the
involvement of the principals with the formal entity of General
Finance Corp.  Given management`s extensive and high-level
experience
effecting acquisitions, the precise nature of their knowledge
about
their ability to effect a combination with a company whose fair
market value is equal to at least 80% of the company`s net assets
may
be material information for which appropriate disclosure is
required.
We may have further comment.
10. You state that you have and will pay offering expenses
utilizing
the $250,000 you received from the sale of common stock, and if
necessary, utilize the limited recourse revolving line of credit
to
pay some of these offering expenses.  According to Part II, your
offering expenses will be about $625,000.  It appears that it will
be
necessary to utilize the revolving line of credit.  Please revise
the
disclosure throughout, focusing on the use of proceeds section.
Further, please explain why the offering costs are not being paid
directly out of the proceeds.
11. We note that your CEO and COO will not be entitled to any fees
or
compensation for their services prior to a business combination.
Please disclose any compensation arrangement after the business
combination and discuss whether payment to them would be one of
the
criteria in selecting and voting on the business combination by
the
existing shareholders.
12. Please explain the statement that you will pay the costs of
liquidation of the trust account and liquidation and dissolution
from
the remaining assets outside of the trust account.  It appears the
only assets outside the trust account will be $250,000, which will
be
used by the company to pay its expenses and search for a business
combination.  If liquidation is required, it appears unlikely this
money will not have been spent on the search for a target
business.


Risk Factors, page 8

13. The risk that your independent certified public accountant has
issued a going concern opinion should be added as a separate risk
factor.
14. Please clarify the reference in risk factor 3 to the funds
held
by the company outside the trust fund.  It appears that the only
funds outside the trust account will be $250,000.
15. Revise risk factor five to include an estimate as to the
number
of additional blank check companies currently in the registration
process.
16. We note the disclosure in risk factor 9.  It appears that
management may obtain employment or consulting agreements at the
same
time as the business combination.  Explain, in light of the timing
of
the negotiations for employment or consulting arrangements, how
management will not "consider the ability of our current key
personnel to remain with the company after the consummation of a
business combination as a factor in determining whether to proceed
with any potential business combination."  State how these
agreements
will be determined.  This should be discussed in greater detail,
focusing on any potential conflicts of interest that may arise.
Add
disclosure in the business section and in the conflicts of
interest
section.
17. Please provide greater disclosure of the risk that, "you may
not
be able to adequately evaluate their ability to successfully
consummate a business combination," in light of the 12th risk
factor
that some of your officers and directors are associated with
entities
that seek to acquire business.
18. The risk factor subheadings for risk factors 11 and 12 merely
state facts.  Revise the resultant risk factor(s) to clearly
disclose
the risk to the company and/or investors.
19. Risk factor 21 talks about existing stockholders` right to
demand
registration of resale three months prior to the date on which
their
shares are released from escrow.  Please explain how you will know
when the shares will be released from escrow?

Use of Proceeds, page 17
20. Please clarify, in footnote 1, the amount of offering expenses
already paid from the $250,000 and the line of credit.
21. If the amount of money allocated from proceeds to pay for
offering expenses includes any interest payments on the revolving
line of credit, please clearly disclose and state the amount.
22. Disclose whether there is a possibility of you pay a finder`s
fee
or other compensation in connection with a business combination.
Please provide an approximation or a range of the fee and state
whether such expenses may be paid from the proceeds held in trust,
in
connection with the business combination.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 21
23. We note that you may enter "no-shop" agreements with
prospective
target companies.  In such a case, please explain how ongoing
expenses will be satisfied.
24. Please clarify why an expected life of five years for the
warrants was utilized in determining the value under the Black-
Scholes option pricing model when it appears that the warrants
have
an estimated life of four years as disclosed on page 41 of the
registration statement.

Proposed Business, page 23
25. The current disclosure does not adequately discuss your stated
target industry.  Please expand the disclosure to more fully
discuss
the "specialty finance industry."
26. Please disclose the rent you pay for the office space.  If
none,
state so.
27. We note that you plan to focus on a business combination in
the
equipment rental/leasing sector.  Given the amount being raised in
this offering and the characteristics you plan to focus on in
finding
a target business, please discuss in greater detail this sector of
the industry.  State the number of market participants that fall
within these and any other criteria you have set in finding a
target
business.  We may have further comment.
28. We note the statement that none of your officers, directors,
promoters and other affiliates "is currently engaged in
discussions"
regarding a potential business combination.  Disclose whether
these
individuals have engaged in such communications or discussions in
the
past.  Disclose whether there were any preliminary contacts with
potential target companies.  We may have further comment.
29. We note the references to effecting a business combination
with a
company that is financially unstable.  Please explain how this is
consistent with the characteristics set forth on page 23.  Also,
we
note the reference to companies without established records of
sales
or earnings.  Please explain this reference in light of the
requirement that the target have a fair market value of at least
85%
of the net assets.
30. In the paragraph "Sources of target businesses," we note the
disclosure that unaffiliated sources will inform you of potential
target businesses and that such information will be either
"solicited
or unsolicited."  Please revise to discuss how you will solicit
proposals and how unsolicited parties would become aware of your
search.  Also, please revise to clarify if any unaffiliated
parities
providing proposals will receive a fee and how that fee would be
determined.
31. Name those officers and directors that are likely to remain
associated in senior management or consulting agreements in
connection with a business combination.

Management, page 34
32. Please clarify whether Mr. Johnson or any of the officers or
directors currently has contractual or fiduciary obligations that
require them to present business opportunities to other entities.
33. Disclose Mr. Marrero`s business activities from January 2004
to
the present.
34. We note that you may consummate a business combination with an
entity affiliated with existing stockholders.  Please add a risk
factor.  Also, please add disclosure to the business section and
the
conflicts of interest section.  Clarify whether there are any
affiliated entities that are in the "specialty finance industry."
Clarify whether management has considered or had any discussions,
preliminary or otherwise, regarding targeting an affiliated
entity.
We may have further comment.
Principal Stockholders, page 37
35. Please represent that no "warrant bids or purchases" pursuant
to
the warrant purchase agreement will occur until 60 calendar days
following the end of the restricted period for the unit
distribution.
See In re Key Hospitality Acquisition Corporation No-Action
Letter.
36. Please reconcile the disclosure in the table, that only
2,475,000
shares of the total 2.5 million shares outstanding are held by
officers and directors, with the disclosure in part II of the
registration statement.  We may have further comment.
37. We note the underwriting agreement provides for a
representative
of the underwriter that will be able to attend all board meetings
and
receive non-public communications of the company.  Even though you
will have safe guards, please revise to clarify there that you
will
be able to place a designee in board meetings.  Also, in light of
the
discretion afforded the broker in the warrant purchase agreement,
please explain the warrant purchase agreements fall within Rule
10b5-
1.  Please refer to the Division of Market Regulation`s letter to
Key
Hospitality (October 12, 2005).  This would also apply to the
warrant
purchase by the representatives of the underwriters for their own
account.


Certain Transactions, page 39
38. Note 6 to the financial statements indicates that you owe Mr.
Valenta $13,688.  Please disclose this transaction under this
section
and revise the disclosure throughout accordingly.

Underwriting, page 44
39. Please advise whether Morgan Joseph or Wedbush Morgan, or any
members of the underwriting syndicate will engage in any
electronic
offer, sale or distribution of the shares and describe their
procedures.  If you become aware of any additional members of the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.  Briefly describe any electronic
distribution in the filing, and confirm, if true, that the
procedures
you will follow with respect to any electronic distribution will
be
consistent with those previously described to and cleared by the
Office of Chief Counsel.
40. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.
41. Please advise us whether the company or the underwriters
intend
to conduct a directed share program in conjunction with this
offering.

Financial Statements

Statement of Cash Flows, F-6
42. It appears that the $41,650 of deferred offering costs
represents
a non-cash activity and should be shown below the statement of
cash
flows in a schedule or in the notes to the financial statements.
Please revise.

Note 4 - Proposed Offering, F-8
43. We note your disclosure regarding the underwriter purchase
option
(UPO).  Please expand your disclosure to describe all of the
material
terms of the UPO, including the who has the rights to convert
(i.e.
the holder or the Company), the exercise feature (i.e. physical,
net
cash, or net share settlement, etc.) contained in the option, the
expected timing of the issuance of the purchase option, whether
the
option will be issued regardless of the status of the registration
statement and, if so, when.
44. Considering the comment above, tell us in detail how you
intend
to account for the UPO in your financial statements.  Explain your
basis for the proposed treatment and cite the specific
authoritative
literature you used to support your accounting treatment.  Please
provide the disclosure of the estimated value of the UPO as
disclosed
on page 22 of the registration statement.

Note 6 - Related Party Transactions, F-9
45. Please disclose the repayment terms related to the $13,688
loaned
from an existing stockholder for the payment of deferred offering
costs and other assets on behalf of the company.

Note 7 - Commitments, F-9
46. Please disclose the commitment by the officers to purchase up
to
$1,400,000 in warrants as disclosed on page 12 of the registration
statement.

Part II
Recent Sales of Unregistered Securities, page II-4
47. Please indicate the section of the Securities Act or the rule
of
the Commission under which exemption you claim for the October 20,
2005 and November 15, 2005 transactions and state the facts you
relied upon.

Legal Opinion
48. Please file the legal opinion with the next amendment.
49. Please file the schedules with the underwriting agreement.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.





      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does 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 the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company 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.


In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in connection with our review of your filing
or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.






      You may contact Angela Halac at (202) 551-3398 or Hugh West
at
(202) 551- 3872 if you have questions regarding comments on the
financial statements and related matters. Questions on other
disclosure issues may be directed to H. Yuna Peng at (202) 551-
3391,
or, Pam Howell, who supervised the review of your filing, at (202)
551-3357.

      Sincerely,



John Reynolds
Assistant Director

cc: 	Alan B. Spatz, Esq. (by facsimile)
      	310-201-4746
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Mr. Ronald Valenta
General Finance Corporation
December 15, 2005
Page 1