SecProbe.io

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Mail Stop 0510

      April 7, 2005

Via U.S. mail and facsimile

Charles F. Willis, IV, Chief Executive Officer, President
Willis Lease Finance Corporation
2320 Marinship Way, Suite 300
Sausalito, CA  94965

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 1-15369

Dear Mr. Willis:

		We have reviewed this filing and have the following
comments.  If you disagree with a comment, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.

Item 1. Business

Aircraft Equipment Leasing, page 3
2. Please expand your disclosure do discuss the dependence of your
business upon a single customer, or a few customers, the loss of
any
one or more of which would have a material adverse effect on your
business.  Refer to Item 101(c)(vii) of Regulation S-K.

Item 5. Market for Registrant`s Common Equity and Related
Stockholder
Matters, page 8
3. Please expand your disclosure to include information relating
to
your dividend policy and your ability to pay such dividends,
including any restrictions on paying dividends imposed on you by
your
debtors.  Refer to Item 201(c) of Regulation S-K.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Liquidity and Capital Resources, page 14
4. Please expand your disclosure to discuss the effects your
restricted cash has and will likely have on your current and
future
liquidity.
5. Please expand your disclosure to include the amount you expect
to
invest in equipment in 2005 and how you anticipate funding these
investments.
6. You have disclosed on page 12 that you currently benefit from
the
Extraterritorial Income Exclusion regulations, which significantly
reduce your effective tax rate.  You further disclose that this
benefit is being phased out due to recent legislation.  Please
expand
your disclosure to discuss the likely impact this will have on
your
liquidity and results of operations.

7. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt.  Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  Please also disclose
any
assumptions you made to derive these amounts.

Related Party and Similar Transactions, page 17
8. You disclosed that avioserv purchased one engine from you
during
the year ended December 31, 2004.  Please expand your disclosure
here
and in your notes to the financial statements to include the gain
or
loss recorded related to this transaction.
9. You disclosed that Aloha recently filed for reorganization
under
Chapter 11 of the Bankruptcy Code and that you expect their
obligations under the guarantees to be discharged.  Please expand
your disclosure here and in your notes to the financial statements
to
discuss the following:
* any amounts written off, including the period in which it was
recorded and the line item it was recorded in your statements of
income and
* any remaining balances recorded on your balance sheet.
Please include in your explanation support for your accounting
treatment, if applicable.

Item 9A. Controls and Procedures, page 20
10. Please disclose whether there have been any changes in your
internal controls and procedures during the most recent quarter.
See
Item 308 of Regulation S-K.

Financial Statements

Report of Independent Registered Public Accountants, page 30
11. Your auditor`s report does not appear to comply with PCAOB
Standard No. 1.  You auditor`s report indicates that they
conducted
their audit in accordance with "auditing standards of the Public
Company Accounting Oversight Board (United States)" rather than in
accordance with "the standards of the Public Company Accounting
Oversight Board (United States)."  Please amend your filing by
obtaining from your auditors a revised opinion, since there is a
distinction between the two references.  Refer to PCAOB Standard
No.
1, Exhibit 2.

Consolidated Statements of Income, page 32
12. You have recorded $4.1 million relating to a net gain on debt
prepayment as revenue.  You disclosed on page 12 that this gain
was
attributable to prepaying a revolving credit facility at a
discount
and recording this based on the guidance under SFAS 145.  Please
tell
us the facts and circumstances that lead you determine that this
transaction should be recorded as revenue rather than net interest
and finance costs.  If after considering the above, you now
believe
that it represents net interest and finance costs, revise your
statements of income and all related disclosures accordingly.
Please
also ensure that you include that describes the restatement.

(1) Organization and Summary of Significant Accounting Policies

(k) Cash and Cash Equivalents, page 37
13. Please disclose in greater detail the nature and terms of the
restricted cash amounts.  Please tell us supplementally how you
determined that these amounts could each be included in cash and
cash
equivalents.  Please revise your disclosures to clarify this as
well.
Refer to Financial Reporting Codification 203, Rule 5-02.1 of
Regulation S-X and footnote 1 to SFAS 95.

(r) Initial Direct Costs associated with Leases, page 39
14. Please expand your disclosure to include the types of initial
direct costs you defer and amortize over the term of the lease.
In
addition, please include the line items where these are recorded
in
your financial statements and the related amounts for each of the
periods presented.

(6) Income Taxes, page 46
15. You have disclosed that the expiration of your federal net
operating loss carry forwards will expire through 2024 and your
state
net operating loss carry forwards will expire through 2014 if
unused.
Please expand your disclosure to include the amounts that you
anticipate will expire over each of the next five years and any
remaining amounts thereafter in total.  Also, please revise your
disclosure to present separately deferred tax liabilities and
assets
into current and noncurrent.  Refer to paragraphs 41 and 48 of
SFAS
109.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 824-
5578
or, in her absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Charles F. Willis, IV
April 7, 2005
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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