SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 28, 2010
 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. 001-15369

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.  Form 10-K for the year ended December 31, 2008

1. Please ensure that your amended Form 10-K includes all of the information
provided in response to the comments in  our letter dated December 3, 2009.  In
this regard, we note that your amended Form 10-K should include the complete
report, including all Part III information.
2. We note your response to comment two in our letter dated December 3, 2009.
Please ensure that you identif y the series I junior part icipating preferred stock on
the cover page of the Form 10-K as being registered pursuant to Section 12(b) of
the Exchange Act.
3. We note your response to comment five in  our letter dated December 3, 2009.  In
particular, we note that one of the bases upon which you may be removed as
servicer and administrative agent for the WE ST facility is a failure to maintain
certain financial covenants.  Please disclo se these covenants and indicate whether
you a currently in compliance therewith.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
January 28, 2010 Page 2
Form 10-Q for the quarter ended March 31, 2009

4. We note your response to comment 10 in our letter dated December 3, 2009.  We
also note that you filed an amendment to  your Form 10-Q for the quarter ended
March 31, 2009 on January 15, 2010.  We  have the following comments:

• The amended Form 10-Q did not include th e complete report.  Please file an
amendment to your Form 10-Q for the quarter ended March 31, 2009 that
includes the complete report and revised certifications.

• We note that the certifications filed w ith the amended Form 10-Q continue to
deviate from the requirements of It em 601(b)(31)(i) of Regulation S-K by
modifying the term “internal control ove r financial reporting” in paragraphs
4(d) and 5(b) .  Please revise accordingly.

Definitive Proxy Statement on Schedule 14A filed on April 29, 2009
5. We note your response to comment 12 in our letter dated December 3, 2009, and
have the following comments.

• We note your disclosure of wh ere amounts under each element of
compensation were projected to fall relative to targeted amounts and to
compensation levels at comparable comp anies.  However, please revise your
disclosure to explain where compensation for each of your named executive officers actually fell relative to target ed amounts and percentiles.  In addition,
please explain your reasons for payi ng any amount above or below the
targeted percentiles.

• We note that long-term incentive plan compensation grants were made based on a subjective evaluation of each execu tive’s performance and potential and
of the company’s financial position and performance.  Please describe the
elements of individual performance a nd of the company’s performance that
were taken into account when making act ual grants.  See Item 402(b)(2)(vii)
of Regulation S-K.  In addition, please  explain why you determined to award
such incentive compensation in the form of restricted stock.

• Please explain why you based the amount of restricted stock to award in July
2008 on “1/3 the number of options granted for the initial WEST transaction.”
Further, to give context to this discus sion, please briefly de scribe “the initial
WEST transaction” and disclose the number of options and other
compensation awarded in connection with such transaction.  See Instruction 2
to Item 402(b) of Regulation S-K.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
January 28, 2010 Page 3
6. We note your response to comment 15 in our letter dated December 3, 2009.
Please describe the elements of individua l performance that were considered in
determining to increase the base salaries  of Messrs. Willis and Forsyth and Ms.
Webber.  See Item 402(b)(2)( vii) of Regulation S-K.
7. We note your responses to comments 16 and 18 in our letter dated December 3,
2009.  Please explain how return on equity is calculated.  See Inst ruction 5 to Item
402(b) of Regulation S-K.
8. We note your response to comment 24 in our letter dated December 3, 2009.
Please ensure that the additional aggregate value of accelerated equity vesting is
included in your computation of total pot ential severance payments.  See Item
402(j) of Regulation S-K.
9. The representations requested at the end of our letter dated December 3, 2009,
must be made directly by the registrant .  Please provide thes e representations in
your next response letter.

*    *    *    *
 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

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation January 28, 2010 Page 4

• 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.
   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 Hagen Gane m, Staff Attorney, at (202) 551-3330 or, in his
absence, Andrew Schoeffler, Senior Staff Attorney, at (202) 551-3748 if you have any
questions.

 Sincerely,
 Pamela A. Long
 Assistant Director