SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             May 23, 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
Form 10-Q for Fiscal Quarter Ended March 31, 2008
File No. 1-15369

Dear Mr. Forsyth:

We have reviewed your letter date d May 9, 2008 and have the following
comments.  Where indicated, we think you should revise your disclosures in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requir ements and to enhance the
overall disclosure in your filing.  We look forw ard to working with you in these respects.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the phone numbers listed below.

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.
 Financial Statements

 (4) – Note Payable, page 43

2. We have read your response to comment  seven from our letter dated April 25,
2008.  It is not clear how you determined that there is no difference in the

Mr. Bradley Forsyth
May 23, 2008 Page 2
accounting treatment whether the change  in terms is accounted for as a
modification or as an extinguishment.  Please provide us with a comprehensive
analysis to show your cons ideration of EITF 96-19 in determining th e appropriate
accounting for the change in terms.  Your explanation s hould include your
analysis of whether the pr esent value of the cash flows under the terms of the new
notes are at least 10 percent different from the present value of the remaining cash
flows under the terms of the original notes as required by EITF 96-19.

Form 10-Q for the Quarterly Period Ended March 31, 2008

 Note 1 – Summary of Significant Accounting Policies

(b) Fair Value Measurements, page 7
 3. You disclose that you rely on market to market valuations prepared by a third
party derivative valuation fi rm.  Please identify this thir d party valuation firm, or
revise your disclosure  to eliminate the reference to them.
 Item 4 – Controls and Procedures, page 13

4. You indicated in your response to comment  three from our letter dated April 25,
2008 that you will revise your disclosure to state that your disclosure controls and
procedures are effective without providi ng any part of the definition.  However,
your current disclosure still provides a pa rt of the definition.  Please revise your
disclosure to simply stat e that your disclosure cont rols and procedures are
effective, or not effective, without providing any part of the definition of
disclosure controls and procedures that is included in Exchange Act Rules 13a-
15(e) and 15d-15(e).

*    *    *    *

Please respond to these comments within  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.

Mr. Bradley Forsyth
May 23, 2008 Page 3
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