SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             April 25, 2008
 Bradley S. Forsyth Senior Vice President and Chief Financial Officer Willis Lease Finance Corporation 773 San Marin Drive, Suite 2215 Novato, California 91998
 RE: Willis Lease Finance Corporation
Form 10-K for Fiscal Year  Ended December 31, 2007
File No. 1-15369

Dear Mr. Forsyth:
   We have reviewed your 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.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with 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 re view 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, 2007

 General

1. Where a comment below requests additional disclosures or other revisions, please
show us in your response what the revi sions will look like.  These revisions
should be included in your future fili ngs, including your interim filings where
appropriate.

Mr. Bradley Forsyth
April 25, 2008 Page 2  Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18

2. On page 18, you indicate that beginning July 1, 2006 you changed the
depreciation estimate related to the resi dual value of certain  engines for which
marketability has improved in the prior ye ar.  You also indicate that beginning
April 1, 2007 you changed the depreciation estimate related to certain older engine types in your portfolio.  Please revi se your disclosure to  include the effect
on net income and any related per share amounts of the current period as required
by paragraph 22 of SFAS 154.

Item 9A – Controls a nd Procedures, page 25

 3. Please state your conclusion a bout the effectiveness of disclosure controls and
procedures while providing the complete definition of disclosure controls and
procedures.  Alternatively, you may simply state that your disclosure controls and
procedures are effective, or not effect ive, without providi ng any part of the
definition of disclosure controls and proce dures that is included in Exchange Act
Rules 13a-15(e) and 15d-15(e).
 Financial Statements

(1) Organization and Summary of Signi ficant Accounting Policies, page 36
 (c)  Accounting for Planned Major Maintenance Activities, page 36

4. Through 2006, use fees received were record ed as a maintenance reserve liability
until such time as maintenance costs were reimbursed to the lessee or incurred by you after the end of the lease.  Commen cing in 2007 and applied retrospectively,
use fees received are recognized in reve nue as maintenance reserve revenue if
they are not reimbursable to the lessee.  Your expenditures for maintenance are
expensed as incurred. The change in accounting policy resulted in a revision of
depreciation estimates for some engines.   Please help us further understand your
accounting for use fees.  Please address the following:
• Your disclosures indicate that the ch ange in accounting of use receives is
related to your adoption of FSP AUG- AIR 1.  Please help us understand how
the guidance in this FSP led to your change in accounting;
• Please help us understand how the ch ange in accounting policy led to a
revision of depreciation estimat es for some engines; and
• Please tell us which accounting litera ture you used through 2006 as well as
which accounting literature you are cu rrently using to determine the
appropriate accounting for use fees.  Pl ease provide us with a comprehensive
explanation of how your accounti ng complies with the corresponding
accounting literature.  The explanation for your current accounting should

Mr. Bradley Forsyth
April 25, 2008 Page 3
address how you determined it was appr opriate to present these amounts as
revenue as well as the timing of when  you record these amounts as revenue.

(j) Property, Equipment and Furnishings, page 39

 5. You indicate that leasehold improvements are recorded at cost and depreciated by
the straight-line method over the lease term. Please confirm that leasehold
improvements are depreciated over the shorte r of the lease term or useful life of
the leasehold.
 (l)  Restricted Cash, page 39

6. It appears that you reflect ch anges in restricted cash as  cash flows from operating
activities as well as in cash flows from financing activities.  Please disclose how
you determine which category of cash flows to reflect the change in accordance
with SFAS 95.
 (4) – Note Payable, page 43

 7. Interest on the Series A2 and Series B2 notes is de termined by taking one-month
LIBOR plus a stated margin.  On page 44, you indicate that on July 25, 2007, the margin on the Series A2 notes was redu ced from 1.50% to 1.25% and the margin
Series B2 note margin was reduced from 6.00% to 2.75%.  Please tell us how you
accounted for the modification of the margins for these notes.  Please tell us what
consideration you gave to EITF 96-19 in your analysis of th e accounting for this
modification.
 8. Your investment banker is the holder of  the 2008 Series B1 notes and retains the
right to sell the notes in the open market in  the event that the notes are not re-sold
to other investors prior to April 30, 2008.  In the event a sale of the notes takes
place, you are obligated to pay to your investment banker the difference between
the amount paid by them for the 2008 Seri es B1 notes and the amount realized
from the sale of the notes, net of accrued interest. You state that this amount will
be recorded as an expense in the peri od.  Please tell us what consideration you
gave to FIN 45 in accounting for this ri ght held by the investment banker.
 (5) – Derivative Instruments, page 45

 9. On page 38, you indicate that  all of the transactions that you have designated as
hedges are cash flow hedges.  Please di sclose the estimated net amount of the
existing gains or losses as of the end of  the period that is expected to be
reclassified into earnings within the ne xt 12 months as required by paragraph
45(b)(2) of SFAS 133.

Mr. Bradley Forsyth
April 25, 2008 Page 4  (13) – Related Party and Similar Transactions, page 50

 10. On pages 6, 11, 24 and 50, you indicate th at your Board of Directors approved
rent deferrals and these deferrals have been accounted for as a reduction in lease
revenue in the period. Please tell us how  you determined that these deferrals
should be accounted for as reductions in lease revenue for the period.  Please cite
the accounting literature used to support your conclusion.  Please also tell us how
you considered the provisions in SFAS 13 and FTB 88-1 in reaching the conclusions you did regardi ng your accounting treatment.

Exhibits 31.1 & 31.2

 11. We note that you have replaced the word  “report” with “annual report” in
paragraphs 2, 3, and 4 of your certifications .  In future filings, please revise your
certifications to include the word “repor t” instead of the description of the
corresponding report.  Your cer tifications should be in the exact form as required
in Item 601(b)(31) of Regulation S-K.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your 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 filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Bradley Forsyth
April 25, 2008 Page 5   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Nudrat Salik, Staff Accountant,  at (202) 551-3692, if you have questions
regarding comments on the financial statements and related matters.
        Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief