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TIMCO Aviation Services, Inc.

AKERMAN SENTERFITT

One Southeast Third Avenue

28th Floor

Miami, Florida 33131

February 8, 2005

VIA EDGAR CORRESPONDENCE

Celeste M. Murphy

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

Washington, D.C. 20549-0303

    Re:

    TIMCO Aviation Services, Inc.

    Schedule TO-1 filed on January 26, 2005

    File No. 005-47239

Dear Ms. Murphy:

     On behalf of TIMCO Aviation Services, Inc. (the “Company”), we hereby respond to the
Commission staff’s comment letter dated February 2, 2005 regarding the Company’s Schedule TO-I.

     Please note that for the Staff’s convenience we have recited each of the comments in bold and
provided the Company’s response immediately below the comment. Further, page numbers included in
this letter refer to page numbers in the Offering Circular (the “Circular”) that is part of the
Company’s Schedule TO-I, and capitalized terms not otherwise defined in this letter are as defined
in the Circular.

Offering Circular

Summary

    1.
    Disclose the terms of the warrant, including the “nominal consideration” for which Mr. Harber
may purchase 30% of your outstanding shares, pursuant to the warrant, and the meaning of the
“fully diluted basis” on which he may purchase such shares. Further, explain in detail, the
extent of the dilution shareholders can expect to experience with the exercise of this
warrant. Please consider providing the number and percentage of shares affected both
currently and after exercise of the warrant here, in this disclosure. In addition, please
state here that Mr. Harber is a holder of 72.3% of your 31,640,994 shares currently
outstanding.

    The Company believes that all required material information with respect to the LJH Warrant
has already been disclosed in the Circular. Specifically, in response to your comment, we
note the following:

    •
    the nominal consideration payable on the exercise of the Warrant is $.001 per
share. This amount has been disclosed in previous filings by the Company with the
SEC. Further, the nominal amount of the warrant exercise price, as noted in the
Circular, is included in the calculation of the pro forma capitalization table
(page 13).

    •
    The Company believes that the material disclosure required to be made with
respect to the LJH Warrant (and with respect to the “fully diluted basis” on which
the number of shares issuable on the exercise of the LJH Warrant is determined),
relates to the number of shares of the Common Stock that are issuable upon
exercise of the LJH Warrant, which information is included with particularity in
the Summary (page 4). As previously disclosed by the Company, the LJH Warrant
permits the holder to receive 30% of the outstanding Common Stock (on a fully
diluted basis) at the time that the warrant is exercised. For example:

    •
    if the LJH Warrant were exercised today (when
31,640,994 shares of Common Stock are outstanding), the Company would issue
13,560,426 shares to LJH, which would be 30% of the 45,201,420 shares then
outstanding; and

    •
    If the LJH Warrant were exercised shortly before its
expiration date (January 31, 2007), which is subsequent to the maturity
date of the Notes (when 311,236,552 shares of Common Stock would be
outstanding), the Company would issue 133,387,094 shares to LJH, which
would be 30% of the 444,623,646 shares then outstanding.

    •
    The Circular states throughout that Mr. Harber is currently the holder of 60%
of the Company’s outstanding common stock. The 72.3% number that you refer to in
your letter accounts for Mr. Harber’s beneficial ownership of the Company’s
securities assuming the current exercise of the LJH Warrant, which under the
circumstances is not believed to be meaningful except for purposes of determining
LJH’s current beneficial ownership of the Company’s securities as described in
“Security Ownership of Affiliates and Management,” at page 39. The Company
believes that the reference to 60% as the operative ownership percentage is more
relevant to Noteholders considering the offer and therefore that is the number
used throughout the Circular to described LJH’s ownership prior to the offer.

    •
    Obviously, the conversion of the Notes into shares of Common Stock and the
exercise of the LJH Warrant will cause substantial dilution to the Company’s
existing stockholders. However, that potential dilution has previously been
disclosed to the Company’s equity holders in numerous SEC filings. With respect to
the Noteholders (to which the Circular is addressed), the Risk
Factors, at page 14, include the dilution resulting from the exercise of the LJH Warrant to both the
Company’s stockholders and Noteholders.

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    2.
    In conjunction with your increased disclosure on dilution, please address your anticipated
reverse stock split of “not less than one-share for 20 shares” as first discussed on page 6.

    The Company does not believe that further disclosure of any to-be-proposed reverse stock
split is material because any such reverse split will impact all shareholders equally and is
not expected to materially affect each stockholder’s percentage ownership of the Company’s
outstanding common stock.

Will I receive accrued and unpaid interest on the Notes?      Page 5

    3.
    What is the value of the automatic conversion and conversion premium as compared to the
number of shares that would be issued upon conversion, and as payable-in-kind interest,
respectively, on the notes held to maturity? We understand that you may not be able to
provide the exact amount with certainty, because payable-in-kind interest would depend upon
the share price at the time. We believe, however, that you could present an informative
comparison using the interest rate and possible share values. Please provide these
comparative values, in shares, for both the senior and junior notes.

    At maturity, the aggregate number of shares of Common Stock issuable to holders of Senior
Notes and Junior Notes is fixed (270,275,706 shares will be issuable to the holders of the
Senior Notes and 9,319,852 shares will be issuable to the holders of the Junior Notes) and,
in accordance with the indentures governing each class of the Notes, such number does not
increase as a result of the issuance of additional PIK notes and/or accrued but unpaid
interest on such notes. Please see the second paragraph under “Determination of Conversion
Premium” on page 24.

    As such, the number of shares that are to be received at this time for each $1,000 of Senior
Notes and Junior Notes is based on a fraction, the numerator of which is the Notes held by
the Noteholder at that time (including previously paid PIK interest) and the denominator of
which is the total Notes outstanding (including previously paid PIK interest). In that
regard:

    •
    the holder of $1,000 of Senior Notes (including previously paid PIK interest)
holds $1,000 in Senior Notes out of the $124,909,698 of Senior Notes (including
previously paid PIK interest) outstanding at December 31, 2004, and when that
fraction is multiplied by the fixed number of shares issuable on the maturity of
the Senior Notes (270,275,706 shares), such holders share of the
fixed number of shares issuable on maturity of the Senior Notes is approximately 2,164 shares; and

    •
    the holder of $1,000 of Junior Notes (including previously paid PIK interest)
holds $1,000 of Junior Notes out of the $4,783,422 of Junior Notes (including

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    previously paid PIK interest) outstanding at December 31, 2004, and when that
fraction is multiplied by the fixed number of shares issuable on the maturity of the
Junior Notes (9,319,852 shares), such holders share of the fixed number of shares
issuable on maturity of the Junior Notes is approximately 1,965 shares.

    •
    The conversion premium is fixed at 15% of the shares of Common Stock issuable
to the holders of the Senior Notes and the Junior Notes upon the maturity of their
respective Notes.

    Under the terms of the Notes, PIK interest paid in future periods primarily affects the cash
portion of the redemption price at which the Notes can be redeemed prior to maturity. Since,
however, the Notes convert into a fixed number of shares, interest paid over time (including
PIK interest for which new Notes are periodically issued) has no impact on the overall
number of shares issuable to Noteholders on the maturity of their Notes. It merely is
accounted for in determining the percentage split among Noteholders at the point in time
that the Notes are converted into shares of Common Stock. In point of fact, under the terms
of the Notes, the Company is never obligated to pay any cash with respect to the Notes
unless it voluntarily redeems the Notes for cash and additional shares of Common Stock, or,
arguably, as described in response to question 4 below, in a bankruptcy proceeding of the
Company. As set forth below, none of these circumstances is expected to occur prior to the
maturity date of the Notes (when the Notes will convert automatically in shares of Common
Stock in the manner described above).

    Accordingly, because of the unique terms of the Notes, the value of the premium and the
value of the shares issuable on the automatic conversion of the Notes into shares of Common
Stock at their maturity are simply based on the value of the Common Stock from time to time
(which is disclosed throughout the Circular). As such, the Company does not believe that the
presentation of an informative comparison using an interest rate and share value would be
meaningful to Noteholders or provide any additional information.

Is our financial condition relevant to your decision to convert your Notes in the offer and
consent solicitation?      Page 7

    4.
    Explain the priority of claims of common stock as opposed to debt securities under the
Bankruptcy Code and the consequences, in the event of a bankruptcy proceeding, of holding
equity as opposed to debt securities for noteholders who convert to common shares. Please
explain, in light of this priority, and the notes’ specific designation as a debt security,
how you support the statement that holders of the notes currently own a common stock
equivalent. We note your risk factor on page 14. Consider including here, or in a separate
question and answer, the differences in both shares to be received and securityholder rights,
which would accrue to noteholders who accept the offer and consent as opposed to the
non-tendering noteholders.

4

    The Company’s statements with respect to whether the Notes are essentially a common share
equivalent are based on the following factors, all of which are described throughout the
Circular:

    •
    the Company does not expect that between now and the maturity date of the Notes
it will be in a position to redeem the Notes for cash and additional shares of
Common Stock in accordance with their terms. As such, the Company expects the
Notes to convert into Common Stock at maturity;

    •
    the Company does not expect that a “change of control” will occur during the
period in which the Notes remain outstanding that would require the Company to
redeem the Notes in accordance with their terms (any such change of control would
require consent of the holders of a majority of the shares currently outstanding,
and it is unlikely that the Company’s majority shareholder, LJH, will agree to any
such transaction before the maturity date of the Notes, absent an early conversion
of the Notes into Common Stock); and

    •
    The Company is currently operating on a profitable basis, is meeting the
financial and other covenants in its bank instruments and is paying its debts as
they come due. Based on these factors and its views regarding the Company’s
future, the Company does not believe that it will be involved in a bankruptcy
proceeding at any time prior to the maturity of the Notes. Further, although the
Notes provide by their terms that in a bankruptcy proceeding they are to be
treated as a debt security, because of the automatic conversion of the Notes into
equity at their maturity, the Company believes, and has been so advised by
counsel, that there is a reasonable likelihood that notwithstanding the express
terms contained in the indentures relating to the Notes, the Notes would be
treated as equity in a Company bankruptcy proceeding.

Risk Factor

Adjustments to common stock purchase warrant exercise prices and exercise dates.      Page 15

    5.
    Within this disclosure, please identify the holders of the warrants and any relationship to
you or related parties. This disclosure helps the reader to understand the likelihood of a
possible price reduction in the exercise price of the warrants.

    The warrants referred to in the risk factor are widely held by several thousand beneficial
holders. As disclosed in previous Company SEC filings, the warrants were issued to three
classes of holders:

    •
    holders of the Company’s old senior subordinated notes that exchanged their
Notes in the Company’s fiscal 2002 exchange offer (an offer registered on Form
S-4);

    •
    holders of the Company’s common stock prior to the fiscal 2002 exchange offer;
and

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    •
    participants in the settlement of a class action lawsuit filed against the
Company in early 2000 relating to matters that arose prior to 2000.

    Further, the small number of these warrants held by affiliates, officers and directors, is
disclosed in the security ownership table in the Circular (page 39).

    Finally, the Company notes that this risk factor has been included in the Circular because
of the number of warrants outstanding and the Board’s rights under the warrant agreement
governing the terms of the warrants to change the terms of the warrants. However, no
decisions have been made to change the terms of the warrants and the Board has no present
intent of making any such changes.

Forward-Looking Statements.      Page 21

    6.
    Your disclaimer in the last sentence of this section is inconsistent with your obligation to
amend the information statement and Schedule TO upon a material change in the information
previously disclosed. Please revise or modify.

    The Company will modify the disclaimer, as the Staff requests, in an Amendment No. 1 to its
Schedule TO.

Background and Reasons for the Offer and Consent Solicitation.      Page 23

    7.
    Explain how the offer “will open potential opportunities” for you to raise incremental
working capital for your business. Please explain what you mean by currently having no plans,
proposals or negotiations that would result in any material change in your indebtedness or
capitalization “and the application from time to time of available cash to repay outstanding
debt”. We note that the stated purpose and effect of the offer and consent, is to remove
barriers to capital-raising. You state, however, that you have no current plans. Please tell
us in a supplemental response when you intend to “raise incremental working capital” for your
business. All plans, proposals or negotiations, written or verbal should be disclosed.

    As disclosed in the Circular, the Company believes that cleaning up its balance sheet will
open potential opportunities for it to raise incremental capital. In support of its view,
the Company believes that a more understandable balance sheet showing a positive net worth
and with a cleaner more understandable debt structure will be more easily understood by
potential financing sources, thereby making it easier for the Company to raise capital.

    Notwithstanding, and as disclosed in the Circular, the Company has no current plans to raise
additional working capital through sales of its securities, but this may change in the
future, depending on the requirements of its business. Further, there are no current
negotiations ongoing with potentia