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TIMCO AVIATION SERVICES, INC.

AKERMAN SENTERFITT

One Southeast Third Avenue

28th Floor

Miami, Florida 33131

September 27, 2005

VIA EDGAR CORRESPONDENCE

Mara L. Ransom

Special Counsel

Office of Mergers & Acquisitions

United States Securities and Exchange Commission

Washington, D.C. 20549-0303

    Re:

    TIMCO Aviation Services, Inc.

    Amendment No. 1 to Schedule TO-I filed on September 14, 2005

    File No. 005-47239

Dear Ms. Ransom:

     On behalf of TIMCO Aviation Services, Inc. (the “Company”), we hereby respond to the
Commission staff’s comment letter dated September 20, 2005 regarding the Company’s Schedule TO-I.

     Please note that for the Staff’s convenience we have recited the Staff’s comment 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.

Offer to Purchase

The Proposed Rights Offering, page 25

    1.

    We note your response that “Mr. Harber has only indicated his intent to acquire the shares
pursuant to the registration statement if offered.” However, we also note the disclosure here
and in the Form S-1 that “we [the company] have agreed to allow Mr. Harber to use amounts due
to him from us . . . as consideration to exercise rights that he will receive to purchase
shares of common stock in the rights offering. Mr. Harber has agreed to use the LJH Note for
this purpose to the full extent of all amounts due under the LJH Note” and that “[t]here can
be no assurance that any shares (other than shares issued to Mr. Harber based on his use of
the LJH to purchase shares) will be purchased in the rights offering.” Please reconcile your
response with this disclosure. If Mr. Harber has agreed to use the

Mara L. Ransom

September 27, 2005

Page 2

    note to purchase the shares in the rights offering, please provide us with your integration
analysis.

    We continue to believe that the only agreement between Mr. Harber and the Company is that if
the Company commences the rights offering, thereby making an offer to the Company’s
stockholders (including Mr. Harber) to purchase shares in the rights offering, that Mr.
Harber will utilize amounts due to him under the LJH Note to purchase shares. We do not
believe that our statement in the response letter regarding Mr. Harber’s “intent to
purchase” is inconsistent with the disclosure regarding his “agreement to purchase” in the
Form S-1 and offering circular, since we do not believe there is any agreement on Mr.
Harber’s part to purchase shares until the Company’s Form S-1 is declared effective and the
Company issues the rights to Mr. Harber and the Company’s other stockholders. If the Company
never offers the shares to Mr. Harber under an effective Form S-1, Mr. Harber has no right
nor obligation to purchase any shares. Since Mr. Harber has only indicated his agreement to
acquire the shares pursuant to the registration statement if the shares are offered, we
believe that the only offer to be made to Mr. Harber will be made pursuant to the effective
registration statement. Accordingly, we believe that the shares to be purchased by Mr.
Harber in the rights offering using amounts due to him from the Company under the LJH Note
as payment therefor can be registered on the Form S-1.

    Further, we believe that permitting Mr. Harber to receive registered shares in the rights
offering is consistent with and analogous to the Staff’s position regarding voting
commitments in the merger context. In the merger context, the staff has long recognized
traditional practice and permitted shares owned by major stockholders, directors and key
employees that were subject to voting commitments to be included in a Form S-4. See the
Current Issues and Rulemaking Projects Outline at §VII.A.8 (third paragraph). This position
was proposed to be codified in the 1998 release proposing comprehensive changes to the
regulation of the securities offering process Release No. 33-7606 (Nov. 3, 1998) by the
adoption of Rule 159. Proposed Rule 159 would have permitted registration if (i) the
lock-up agreements are limited to executive officers, affiliates and directors of the target
company, founders of the target company and their family members and holders of 5 percent or
more of the target company’s voting stock and (ii) less than 100 percent of the voting
securities are covered by the lock-up agreements and votes will be solicited from
shareholders who did not sign lock-up agreements and who are ineligible to purchase in a
private offering. We believe that the rights offering, since it is part of a major
restructuring of the Company’s equity, should be viewed in the same way as a merger for
purposes of determining whether Mr. Harber can receive registered shares in the rights
offering. As is traditional practice in the merger context, before the Company determined
to go forward with the restructuring, it was necessary to ensure that Mr. Harber, the
majority stockholder of the Company, was in agreement with the restructuring. Further,
proposed Rule 159 would have permitted registration since Mr. Harber is a majority
stockholder of the Company (he holds 57% of the outstanding

Mara L. Ransom

September 27, 2005

Page 3

    shares) and the rights offering is being made to stockholders of the Company who did not
sign lock-up agreements and who would be ineligible to purchase in a private offering.

    Finally, since Mr. Harber is an affiliate of the Company, he will be subject to the
limitations of Rule 144 on resales.

    For the reasons set forth above, we believe that Mr. Harber should be able to
receive registered shares in the rights offering.

* * * * *

     The Company believes that the responses provided above fully address the questions outlined in
the Commission staff’s comment letter dated September 20, 2005. Please address any questions to
the undersigned at (954) 468-2446 or to Philip B. Schwartz at (305) 982-5604.

Sincerely,

AKERMAN SENTERFITT

/s/ Laurie L. Green

Laurie L. Green