SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
December 3, 2009
 Mr. Bradley S. Forsyth Senior Vice President and Chief Financial Officer Willis Lease Finance Corporation 773 San Marin Drive, Suite 2215 Novato, CA  94998
 RE: Form 10-K for the year ended December 31, 2008
Form 10-Q for the quart er ended March 31, 2009
Definitive Proxy Statement on Sc hedule 14A filed on April 29, 2009
  File No. 1-15369

Dear Mr. Forsyth:
We have reviewed these filings 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, 2008

 Cover Page

1. We note the disclosure on the cover page  that your common stock and series A
preferred stock are registered pursuant to  Section 12(g) of the Exchange Act.
However, it appears that these securities should be identified as being registered
pursuant to Section 12(b) of  the Exchange Act.  In this regard, we note these
securities appear to have been subject  to the Commission’s order set forth in
Release No. 34-54240 (July 31, 2006).  Please advise or revise accordingly.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 2 of 7
2. We note the disclosure on a Form 8-A you filed on October 5, 1999 that you
registered under Section 12(b) of the Ex change Act rights to purchase series A
junior participating preferre d stock.  We also note that the rights do not appear to
have been redeemed or to have otherwise expired or been terminated.  At the time
of filing the Form 8-A, it appears that you were not elig ible to register the rights
under 12(b) of the Exchange Act and should have registered them at that time
under 12(g) of the Exchange Act.  Please ad vise or revise accordingly.  Further,
please revise the cover page  of the Form 10-K accordingly to reflect the rights.
 Item 1 - Business, page 3

3. Please review the disclosure  throughout this section and consider revising to
provide a more robust and detailed expl anation of the products and services you
provide, including the manner in which you s ource the products you lease.  In this
regard, we note that the current disclosure assumes a high-level of familiarity with your business and appears to focus more on marketing your company rather than
explaining your business.  For example, the disclosure under “Our Competitive Advantages” on page 4 does not provide any explanation of how your business
and operations supports th e bulleted assertions.
 Competition, page 7

4. Please discuss the principal methods of competition in your industry.  See Item
101(c)(1)(x) of Regulation S-K.
 Item 1A - Risk Factors, page 9

 Risks Relating to Our Small Size a nd Corporate Structure, page 17

 We are the servicer and administrative agent for the WEST facility…, page 18

5. We note your disclosure that you “may be removed as servicer and administrative
agent by the affirmative vote of a requisit e number of holders of WEST facility
notes upon the occurrence of specified even ts.”  Discuss these specified events.
 Item 5 - Market for the Registrant’s Common Equity and Related Stockholder…, page 19

6. With respect to the equity compensation plan table, please clarify whether the
1996 Stock Option/Stock Issuance Plan a nd the 2007 Stock Incentive Plan were
approved by security holders.  See Item 201(d) of Regulation S-K.  Further, it
appears the 2007 Stock Incentive Plan authorized awards of up to 2,000,000
shares of common stock.  Please reconcile the authorized number of shares and
the amount disclosed in the table.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 3 of 7
Item 9A - Controls and Procedures, page 30

7. We note your description of the definiti on of internal control over financial
reporting.  The description appears to be  based on the definition of internal
control over financial reporting set fort h in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act.  As described, however,  the description does not fully conform
to the definition set forth in those rule s given that it does no t indicate that your
internal control over financial re porting were designed by, or under the
supervision of, your principal executive and principal financial officers and
effected by your board of directors,  management, and other personnel and
includes those policies and procedures as de scribed in subparts (1), (2), and (3) of
the above-referenced rules.  Please revise your disclosure to confirm, if true, that
your management’s conclusion regarding effectiveness is based on the full definition of internal control over financial reporting set forth in the applicable rules.  Alternatively, you may simply state, if true, that your management
concluded on the applicable dates that  your internal control over financial
reporting was effective.
 Item 15 - Exhibits and Financia l Statement Schedules, page 31

8. Please re-file your Second Amended and Restated Credit Agreement, dated June 30, 2006, to include the omitted exhibits refe renced therein.  See Item 601(b)(10)
of Regulation S-K.

Exhibits 31.1 and 31.2

9. We note that paragraph 4 omits the certif ication regarding in ternal control over
financial reporting required by Item 601(b)(3 1) of Regulation S-K, as well as the
reference to the internal control over financial reporting in the introductory
paragraph.  Please revise accordingly.  Please also comply with this comment
with respect to your Form 10-Q for the quarter ended March 31, 2009.
10. Please revise paragraphs 4(c) and (d) a nd 5(a) of your certifications to read
exactly as set forth in Item 601(b)(31) of Regulation S-K.  Please also comply with this comment with respect to your Form 10-Q for the quarter ended March 31, 2009.

Definitive Proxy Statement on Schedule 14A filed on April 29, 2009

Compensation Discussion & Analysis, page 9
11. Under an appropriately captioned heading, please disclose the material terms of
the each named executive officer’s employment agreement or arrangement, whether written or unwritten.  Refer to  Item 402(e)(1) of Regulation S-K.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 4 of 7
Compensation Philosophy and Objectives, page 9

12. We note that your compensation committee considers the practices of comparable
sized companies when designing your executive compensation programs and that
it targets overall compensation at the 75th percentile of prevailing market
compensation.  Please identify the specific companies against which you compare the total compensation levels, indicate  where each named executive officer’s
actual compensation fell with respect to the 75
th percentile, and explain your
reasons for paying any amount above or belo w the targeted per centile.  See Item
402(b)(2)(xiv) of Regulation S-K.  Furthe r, please clarify whether you target
individual elements of compensation.
 Governance of Compensation Programs, page 9

13. Describe in further detail  your reasons for increasing base salaries for Messrs.
Willis and Forsyth, and explain why you entered into a revised employment
agreement with Mr. Willis in December  2008.  In addition, discuss your reasons
for increasing Ms. Webber’s salary in 2008.
 Elements of Compensation, page 10

14. Please provide clear disclosure that a ddresses how each compensation component
and your decisions regarding these elem ents fit into your overall compensation
objectives and their impact regarding other elements.  See Item 402(b)(1)(vi) of
Regulation S-K.  Clarify whether you review each element of compensation
independently or whether you consider each  element collectively with the other
elements of your compensation program when establishing the various forms and levels of compensation.  In doing so, pl ease provide sufficient quantitative or
qualitative disclosure as appropriate of the analyses  underlying the Executive
Compensation Committee’s decision to ma ke specific compensation awards and
how decisions regarding one type of aw ard motivate the Committee to award or
consider other forms of compensation.  Explain and place in context how you
considered each element of compensation and why determinations with respect to
one element may or may not have infl uenced the Committee’s decisions with
respect to other allocated or contemplated awards.
 Base Salary, page 10

15. Please disclose the elements of individua l performance that you considered when
determining base salary amounts, and e xplain how actual performance influences
actual salary amounts.  To the extent th at considerations vary among your named
executive officers, discuss separately.  Further, please clarify what you mean by “internal comparability considerations.”  See Item 402(b)(2)(vii) of Regulation S-
K.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 5 of 7
Annual Incentive Compensation, page 10

16. We note that annual incentive compen sation payouts are based on actual
performance compared to pre-establishe d individual and company goals.  Please
clearly identify all specific items of cor porate and individual performance that are
taken into account in setting compensation policies and making compensation
decisions.  Disclose all previously established goals and discuss how the
compensation awarded reflects those goals.  If you believe that disclosure of such information would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b)  of Regulation S-K, please provide us
with a detailed explanation supporting your conclusion.  To the extent that it is appropriate to omit specific targets or pe rformance objectives, you are required to
provide appropriate disclosure pursuant to Instruction 4 to Item 402(b) of
Regulation S-K.  In discussing how difficu lt or likely it will be to achieve the
target levels or other factors, you shou ld provide as much detail as necessary
without disclosing information that poses a reasonable risk of competitive harm.
Refer generally to Question 118.04 of the Regulation S-K Compliance and
Disclosure Interpretations.
17. Please disclose the target bonus percenta ges for each named executive officer and
explain how these percentages were determined.
18. Provide a materially complete descrip tion of the correlation between performance
under the incentive program and the payouts actually made to each of your named executive officers in 2008.  Please understa nd that discussion of  the various items
of corporate and individual performance that were considered by the Executive
Compensation Committee must be accompanied by a complete qualitative and quantitative discussion of how the Committee determined awards in 2008.  For each named executive officer state the fact ors that you considered in deriving the
payouts awarded and provide substantive analysis and insi ght into why the
Committee determined that the levels of compensation were a ppropriate in light
of the factors considered.
 Long-Term Incentive Compensation, page 10

19. We note that awards under your long-t erm incentive program are intended “to
provide potential gains that  are competitive with those offered in comparable
companies.”  Please explain how actual equity amounts awarded to each named executive officer are determined in order to  fulfill the program’s stated intent.  In
addition, discuss whether and how other forms of compensation that you pay your
named executive officers influence the amounts of long-term incentive compensation that you award.  See Items 402(b)(1)(v) and (vi) of Regulation S-K.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 6 of 7
Summary Compensation Table, page 12

20. In footnote (5) to your summary compen sation table, please describe your
methodology for computing the aggregate incremental cost of Mr. Willis’s
perquisites and other personal benefits.  S ee Instruction 4 to Item 402(c)(2)(ix) of
Regulation S-K.

Grants of Plan-Based Awards, page 13
21. Based on the discussion provided on page  10, your annual incentive compensation
program includes a threshold below which payouts are not made.  Please revise
your grants of plan-based awards table to reflect such threshold.
22. Please provide additional tabular and foot noted disclosure to explain the grant
date fair value amount of stock and/or options awarded to Mr. Beaumont in 2008.
 Outstanding Equity Awards at Fiscal 2008 Year-End, page 14

23. Please revise footnote (2) to indicate whic h stock awards vest in four versus 5
years and disclose when each award was granted.  See Instruction 2 to Item
402(f)(2) of Regulation S-K.
 Potential Payments on Termination or Change of Control, page 16

24. Please quantity the value of the stock a nd option awards that  would immediately
vest upon termination or a change in c ontrol, explain how these values were
determined, and include them in your computation of total severance under each
scenario.  See Item 402(j) of Regulation S-K.
25. We note from footnote (8) to your su mmary compensation table that Mr.
Beaumont was paid $754,000 in severance.  Please provide disclosure under this
heading quantifying each component of se verance actually paid and describing
how those amounts were determined.  S ee Instruction 4 to Item 402(j) of
Regulation S-K.

Certain Relationships and Re lated Transactions, page 20
26. We note the disclosure in the first paragraph.  Please disclose the information
required by Item 404(b)(1)(iv) of Regulation S-K.

*    *    *    *

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation December 3, 2009 Page 7 of 7
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 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 required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts 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 a ny 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 pers on under the federal s ecurities laws of
the United States.