May 6, 2019

Michael Chan
Chief Financial Officer
TEXTAINER GROUP HOLDINGS LTD
16 Par-La-Ville Road
Hamilton HM 08 Bermuda

       Re: TEXTAINER GROUP HOLDINGS LTD
           Form 20-F for the Fiscal Year Ended December 31, 2018
           Filed March 25, 2019
           File No: 1-33725

Dear Mr. Chan:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 20-F for the Fiscal Year Ended December 31. 2018

A. Operating Results, page 55

1.    Based on your effective tax rate reconciliation within Note 11, it
appears there are other
      material factors impacting your income tax benefit/(expense) that should
be included in
      your MD&A discussion so that readers can fully understand the variances
and assess the
      continuing impact. For example, it appears that the differences in your
"foreign tax rate"
      caption in your rate reconciliation changed from an additional benefit of
$1.3 million or a
      5.8% decrease to your effective tax rate in 2017 to an income tax benefit
of $0.1 million
      or 0.24% decrease to the effective tax rate in 2018. We further note your
disclosures on
      page F-34 indicate that the US Tax Cuts and Job Act favorably impacted
your tax rate by
      11.9%. As such, it appears that there are other material factors that are
      negatively impacting your foreign tax rate line that offset the 11.9%
benefit from the US
      Tax Cuts and Job Act. Given the impact to your effective income tax rate,
it appears a
      more robust analysis around the other factors impacting this line item
should be included
 Michael Chan
TEXTAINER GROUP HOLDINGS LTD
May 6, 2019
Page 2
         in your disclosures. In considering your disclosures please note that
material items that are
         not expected to recur should be highlighted. In addition, please note
that Article 4-
         08(h)(2) of Regulation S-X requires that reconciling items exceeding
5% be separately
         presented. The disclosures should fully explain why your effective tax
rate changed from
         7.24% in 2017 to 3.60% in 2018. Please refer to Item 303(a)(3) of
Regulation S-K and
         Section 501.12 of the Financial Reporting Codification for guidance.
General

2.       You disclose on page 48 that Mediterranean Shipping Company accounted
for 13.7%, and
         CMA-CGM accounted for 13.4%, of your total 2018 owned and managed
fleet's
         container lease rental income. The websites of both of these companies
provide contact
         information for offices in, and offer shipping services to and from,
both Sudan and Syria.

         Sudan and Syria are designated by the U.S. Department of State as
state sponsors of
         terrorism, and are subject to U.S. economic sanctions and/or export
controls. Please
         describe to us the nature and extent of any past, current, and
anticipated contacts with
         Sudan and Syria, including contacts with their governments, whether
through subsidiaries,
         affiliates, partners, customers, joint ventures or other direct or
indirect arrangements.
         Please also discuss the materiality of those contacts, in quantitative
terms and in terms of
         qualitative factors that a reasonable investor would deem important in
making an
         investment decision. Tell us the approximate dollar amounts of
revenues, assets and
         liabilities associated with those countries for the last three fiscal
years and the subsequent
         interim period. Address for us the potential impact of the investor
sentiment evidenced by
         divestment and similar initiatives that have been directed toward
companies that have
         operations associated with U.S.-designated state sponsors of
terrorism.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

        You may contact Tracey McKoy, Staff Accountant, at (202) 551-3772 or,
in her absence
Ameen Hamady, Staff Accountant, at (202) 551- 3891 or, Terence O'Brien,
Accounting Branch
Chief, at (202) 551-3355 with any questions.



                                                                Sincerely,
FirstName LastNameMichael Chan
                                          Division of Corporation Finance
Comapany NameTEXTAINER GROUP HOLDINGS LTD
                                          Office of Manufacturing and
May 6, 2019 Page 2                        Construction
FirstName LastName