November 25, 2019

Olivier Ghesquiere
President and Chief Executive Officer
Textainer Group Holdings Limited
Century House
16 Par-La-Ville Road
Hamilton HM 08 Bermuda

       Re: Textainer Group Holdings Limited
           Registration Statement on Form F-3
           Filed November 1, 2019
           File No. 333-234444

Dear Mr. Ghesquiere:

       We have limited our review of your registration statement to those
issues we have
addressed in our comment. In our comment, we may ask you to provide us with
information so
we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comment applies 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 registration statement and the
information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form F-3 filed November 1, 2019

Description of Shares
Shareholder Suits, page 14

1.     We note your disclosure that "[yo]ur bye-laws contain a provision by
virtue of which
       [y]our shareholders waive any claim or right of action that they have,
both individually
       and on [y]our behalf, against any director or officer in relation to any
action or failure to
       take any action by such director or officer, except in respect of any
fraud or dishonesty of
       such director or officer." If you do not intend for this provision to be
applicable to claims
       under the federal securities laws, please revise to explicitly state as
much. If you do
       intend for this provision to be applicable to claims under the federal
securities laws, please
       tell us how this waiver is consistent with Section 14 of the Securities
Act and Section
 Olivier Ghesquiere
Textainer Group Holdings Limited
November 25, 2019
Page 2
      29(a) of the Exchange Act.

      Further, if you intend for this provision to apply to federal securities
law claims, please
      provide disclosure discussing the risks associated with the provision,
including any
      increased costs to bring a claim, limited access to information and other
imbalances of
      resources between the company and shareholders, and that this provision
could discourage
      claims or limit shareholders' ability to bring a claim in a judicial
forum that they find
      favorable. Please also expand your discussion of the enforceability of
the provision,
      including why you currently believe the operation of this provision as a
waiver of the right
      to sue for violations of federal securities laws may not be enforceable
in U.S. courts. This
      comment also applies to the disclosure you include in your annual report
on Form 20-F
      relating to this provision, including future risk factor disclosure.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Katherine Bagley at (202) 551-2545 or Mara Ransom at (202)
551-
3264 with any questions.



                                                            Sincerely,
FirstName LastNameOlivier Ghesquiere
                                                            Division of
Corporation Finance
Comapany NameTextainer Group Holdings Limited
                                                            Office of Trade &
Services
November 25, 2019 Page 2
cc:       Kurt J. Berney
FirstName LastName