March 10, 2021



Via E-Mail
David Johansen,
White & Case L.L.P.
1221 Avenue of the Americas
New York, New York 10020

       Re:    Brookfield Infrastructure Corp. and Brookfield Infrastructure
Partners L.P.
              Registration Statement on Form F-4
              Filed February 22, 2021
              File No. 333-253365

Dear Mr. Johansen:

        The Office of Mergers and Acquisitions has conducted a limited review
of the filing
listed above for compliance with the tender offer rules. Our comments follow.
All defined terms
have the same meaning as in the prospectus for this exchange offer.

       Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.

Form F-4 filed February 22, 2021

Cover Page

   1. Refer to the following language in the legend on the cover page of the
prospectus:    The
      information contained in this prospectus/offer to exchange is not
complete       This
      language is inappropriate, since you have chosen to commence this offer
upon filing of
      your registration, as permitted by Rule 162. Please revise. Refer to
Section E, Q&A No. 2
      in the Third Supplement to the Division of Corporation Finance   s Manual
of Publicly
      Available Telephone Interpretations (July 2001) available on our website
at www.sec.gov
      for an example of how the    red herring    legend should be modified in
an exchange offer
      that commences early under Rule 162.
 David Johansen, Esq.
White & Case L.L.P.
March 10, 2021
Page 2



General

   2. In order to rely on Rule 162 to commence this exchange offer early, you
must provide
      withdrawal rights to the same extent as would be required if this Offer
were subject to the
      requirements of Regulation 14D. See Rule 162(a)(2). This includes the
requirement to
      provide    back-end    withdrawal rights 60 days after commencement of
the offer, pursuant
      to Section 14(d)(5) of the Exchange Act. See footnote 281 on page 88 of
Exchange Act
      Release 58597 (2008) (expanding the availability of    early commencement
   for exchange
      offers not subject to Regulation 14D with certain conditions). Rule
162(a)(2) also
      requires you to disseminate notice of material changes and keep the offer
open for certain
      minimum periods after such notice (with withdrawal rights). Given these
requirements
      for an early commencement offer, we are unclear how you can include
multiple    take-up
      dates    on which you would purchase tendered Common Shares while the
Offer remains
      open. Please revise or advise.

   3. See our last comment above. Your revised prospectus disclosure should
clarify the
      withdrawal rights in this Offer, including those provided pursuant to
Exchange Act
      Section 14(d)(5).

   4. To the extent that you intend an Offer extension to function as a
subsequent offering
      period after a    take up    of tendered Common Shares, please confirm
that it will comply
      with all of the provisions of Rule 14d-11(a)     (f) and revise the
disclosure to clarify this.

   5. This Offer includes a cash/stock election feature with a cap on both
forms of
      consideration, and proration to the extent shareholder elections cannot
be satisfied.
      Tendering shareholders    elections will be offset against one another,
so that they may be
      satisfied, to the greatest extent possible. However, the Offer materials
are unclear as to
      how offsets of cash or stock elections will work with multiple
take-ups    of tendered
      Common Shares. For example, if Common Shares are tendered during the
initial deposit
      period    versus during an extension period, it is unclear what the
offset pools would be in
      order to satisfy the elections of tendering holders. Please revise or
advise.

   6. Throughout the prospectus, you refer to the June 7, 2021 expiration date,
but note that the
      Offer period could be shortened. See for example, the disclosure in the
first full
      paragraph on page 4. Changing the expiration date of a tender offer is
itself a material
      change that would require prior notice to subject security holders
(including withdrawal
      rights); an offer period cannot be terminated immediately simply because
all offer
      conditions have been satisfied. See however, the guidance in Section
II.C.6 of Exchange
      Act Release 58597 (2008) permitting early termination subject to certain
conditions.
      Please revise or advise.
 David Johansen, Esq.
White & Case L.L.P.
March 10, 2021
Page 3


   7. Your disclosure states that even with a minimum tender condition above
50%, bidders
      ability to eliminate remaining target security holders remains uncertain
below 90%.
      Given this reality, which is considerably different than normal for a
U.S. target, revise the
      prospectus generally to describe your plans for the combined entity at
levels below 90%
      ownership, including where you are unable to    squeeze out    remaining
target security
      holders in a second-step acquisition.

Acceptance of the Offer, page iii

   8. We note the language here that the Offeror and its affiliates may make
purchases of
      Common Shares outside the Offer during the Offer period. Please advise
how they may
      do so, consistent with Rule 14e-5. We note that you have not checked the
box on the
      facing page of the registration statement to indicate you are relying on
the cross-border
      exemptions in connection with this Offer. If you believe you qualify for
an exemption
      from Rule 14e-5   s prohibition on purchases outside of a tender offer,
please identify the
      exemption claimed and describe the facts supporting your reliance on it.
In addition,
      indicate in your response letter whether any such outside purchases have
occurred to date.

Glossary, page 10

   9. Revise the definition of    initial deposit period,    which is very
unclear as worded. In
      addition to revising for clarity, your amended definition should confirm
that this period
      will extend for at least 20 U.S. business days, as defined in Rule
14d-1(g)(3).

Conditions of the Offer, page 28

   10. When an offer condition is judged in the    sole discretion    or
sole judgment    of the
       bidders, the offer may be illusory and therefore in violation of
Regulation 14E. We do not
       believe the language in the second to last paragraph of this section on
page 32
       ameliorates these concerns. Revise each Offer condition that includes
such a standard.

   11. Clarify what percentage of Common Shares must be tendered for the
Minimum Tender
       Condition to be satisfied (due to the percentage held by Offeror Group
that you include in
       the percentage that will make up the required 66 and 2/3%).

   12. On page 31, clarify what you mean by a    limitation on prices for
securities on the TSX.

   13. On page 31, clarify what would constitute an    extraordinary    change
in the    financial,
       banking or capital markets    for purposes of this condition. Quantify
what would
       constitute such a change in the    major stock exchange indices    and
specify the reference
       dates for measuring such a change.

   14. Condition (i)(v) refers to any material change in    currency exchange
rates or a
 David Johansen, Esq.
White & Case L.L.P.
March 10, 2021
Page 4


       suspension or limitation on the markets therefor.    As worded, the
condition appears to be
          triggered    by fluctuations in ANY world currency and the change is
not quantified by
       percentage or otherwise tied to the target   s or Offeror   s
operations. Please revise to avoid
       raising illusory offer concerns under Regulation 14E.

   15. Refer to the second sentence in the second to last paragraph in this
section on page 32.
       Revise the language in the parenthetical which refers to action or
inaction by the Offeror.
       All Offer conditions must be outside the control of bidders.

   16. Condition (i)(vi) refers to any international calamity involving the
United States or
       Canada, and condition (i)(vii) refers to any material worsening of a
pre-existing calamity.
       Revise to clarify how the COVID pandemic would be treated under these
Offer
       conditions.

   17. Clarify what is meant by the following sentence on page 32:    Each of
the foregoing
       conditions is independent of and in addition to each other of such
conditions and may be
       asserted irrespective of whether any other of such conditions may be
asserted in
       connection with any particular event, occurrence or state of facts or
otherwise.

   18. The language in the second to last paragraph in this section regarding
the Offeror   s ability
       to assert any of the Offer conditions    at any time    and    from time
to time    should be
       revised to clarify that if an event    triggers    a listed Offer
condition, the Offeror must
       promptly waive the condition and proceed with the Offer, or assert it to
terminate. It may
       not wait until the end of the Offer period to do so, unless permitted by
the specific
       language of the Offer condition itself.

Extension, Variation or Change in the Offer, page 32

   19. See our comment above regarding your ability to    abridge    the length
of the Offer.
       Please clarify what you mean, and how you would do so. We are aware that
in some
       jurisdictions, a bidder may terminate withdrawal rights and begin
purchasing tendered
       shares immediately upon satisfaction or waiver of all offer conditions.
We believe that
       may be inconsistent with your obligations under U.S. law for an early
commencement
       offer such as this one, where you are not relying on cross-border
exemptions. Please
       revise or advise.

Take-Up and Payment for Deposited Common Shares, page 34

   20. See our comments above. Clarify how tendered Shares would be paid for
during the
       mandatory extension period (and the Optional Extension Period if there
is one), and
       whether this period would function as a subsequent offering period.

Withdrawal of Deposited Common Shares, page 35
 David Johansen, Esq.
White & Case L.L.P.
March 10, 2021
Page 5



   21. See our comment above. Revise to note that you will additionally provide
the withdrawal
       rights required by Section 14(d)(5) of the Exchange Act.


   22. See our last comment above. Discuss whether tendering holders will have
withdrawal
       rights pending receipt of any required regulatory approvals needed to
complete this Offer.

       We remind you that the issuer is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
Please contact me at (202) 551-3263 with any questions about these comments.


                                                    Sincerely,

                                                    /s/ Christina Chalk

                                                    Christina Chalk
                                                    Senior Special Counsel
                                                    Office of Mergers and
Acquisitions