MAIL STOP 3561


								February 27, 2006



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


RE:	General Finance Corporation
	Amendment 2 to Registration Statement on Form S-1
	Filed January 30, 2006
      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. We note that Article Six of the Certificate of Incorporation
may
be amended with the vote or written consent of holders of not less
than 90% of the outstanding shares of your common stock.  Please
revise the prospectus to disclose that provision and explain the
impact or potential impact on investors in the offering.


Prospectus Summary, page 1
2. Please clarify in the disclosure on page five that compensation
for officers and directors that remain with the combined business
will likely be determined at the same time the business
combination
agreement is negotiated.

Risk Factors, page 8
3. Please revise the subheading to risk factor 21, and elsewhere
as
appropriate, to clarify that the adverse effect on the market
price
by the exercise of your existing stockholders of their
registration
rights only occurs after the business combination.
4. We note the disclosure on page five that the company may
determine
that in connection with a particular business combination, it will
not proceed if an even lesser percentage than 20% of the shares
issued in this offering exercise their conversion rights.  Please
add
a risk factor.
5. We note your supplemental response to prior comment six that
"the
Company does not believe that any of such companies with which an
existing stockholder is affiliated is realistically a target
business."  Please add this disclosure to the prospectus.  Also,
please explain those circumstances that may result in the company
considering an affiliated business.  For instance, will they be
considered in the initial search or only after other searches have
not found a potential target business?  We may have further
comment.

Use of Proceeds, page 19
6. We note the estimated offering expenses, as indicated in the
table.  Please reconcile this amount with the disclosure in part
II
of the registration statement.  We may have further comment.

Proposed Business, page 26
7. We note your supplemental response to prior comment 11 of our
letter dated January 31, 2006.   Please add the supplemental
response
to this section of the prospectus.

Exhibits
8. Exhibit 10.8 is not signed.  Please file a validly executed
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 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
February 27, 2006
Page 3