MAIL STOP 3561


								March 21, 2006



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


RE:	General Finance Corporation
	Amendment 3 to Registration Statement on Form S-1
	Filed March 8, 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. Please explain the purpose of the 3 for 4 reverse split of your
common stock in March 2006.

2. Please revise the registration fee table in light of the
changes
to the offering.

Prospectus Summary, page 1

3. In light of the fact that you will not be limited to a
particular
industry, please revise your Item 101 of Regulation S-K disclosure
to
discuss your intended search process in more detail since you are
able to acquire companies outside of management`s expertise.
Revise
to clarify if there is a time frame or monetary amount used that
will
trigger your search of companies not in the initial industry
focus.

4. We note that the procedures set forth in your certificate of
incorporation may be amended by the vote or written consent of
100%
of the common stock outstanding.  Please revise the prospectus to
clearly indicate this provision and explain the impact or
potential
impact on investors in this offering.  Also, please explain the
statement on page 6 that "we view the foregoing procedures, which
are
set forth in our certificate of incorporation, as obligations to
our
stockholders and neither we nor our board of directors will
propose,
or seek stockholder approval of any amendment of these procedures"
in
light of this provision and risk factor seven, which indicates
that
you can amend the provisions of the certificate of incorporation.
We
may have further comment.

Risk Factors, page 10

5. Revise risk factor 19 to discuss the risk to the company and/or
investors.

6. We partially reissue prior comment five from our letter dated
January 30, 2006.  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?

Part II
Recent Sales of Unregistered Securities

7. Please discuss the private placement of warrants here pursuant
to
Item 701 of Regulation S-K.

Exhibits
8. Please file a validly executed Exhibit 10.8 Private Placement
Warrant Purchase 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
March 21, 2006
Page 3