SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

 August  30, 2012

Via E -mail
Mr. Bradley S. Forsyth
Chief Financial Officer
Willis Lease Finance Corporation
773 San Marin Drive, Suite 2215
Novat o, CA  94998

 RE: Willis Lease Finance Corporation
Form 10-K for the Year Ended December  31, 20 11
Filed March 1 3, 2012
Form 10 -Q for the Period Ended March  31, 2012
Filed May 7 , 2012
Form 10 -Q for the Period Ended June 30, 2012
Filed August 7, 2012
Response dated August 13, 2012
File No. 1 -15369

Dear Mr. Forsyth :

We have reviewed your response letter dated August 13, 2012 and have the following
comment .  In our comment , we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment applies  to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment , we may have
additional comments.

Form 10 -K for the Year Ended December 31, 2011

Financial Statements

Consolidated Statements of Cash Flows, page 5 0

1. We note your response to comment four from our letter dated June 29, 2012.  You
indicate that you classified the changes in restricted cash, maintenance reserve and
security deposits within cash flows from operating activities based on the fact that the

Mr. Bradley S . Forsyth
Willis Lease Finance Corporation
August  30, 2012
Page 2

 cash flows associated with your monthly lease payments, maintenance reserves and
security deposits are predominantly operating in nature as they are directly related to your
core revenue generating activity, leasing equipment and the maintenance of your
operating assets.  We have the following comments in this regard:
 We believe that maintenance reserve payments that are subject to return and
security deposits made by your lessees are sufficiently different than monthly
lease payments that are an operating a ctivity that enters into the determination of
net income.  Please provide us with the latest five years and interim to date
activity for your maintenance reserve account and security deposit accounts and
address what percent of payments received each perio d is returned to the lessee
and what percent is recognized as revenue.  In this regard, please address the
reasons for the $27,972 revenues recognized in 2009.  To the extent a majority of
the maintenance reserve payments and security deposits are returned  to your
lessees, please reassess your basis for reflecting these activities within operating
cash flows.  In this regard, based on the activity reflected in your security deposit
account for the last three fiscal years, it does not appear that you have re cognized
any revenue related to security deposits ;
 Please address the appropriateness of reflecting engine sales proceeds and new
debt borrowings as cash inflows of restricted cash within operating activities.
Please confirm that these cash inflows are ap propriately reflected as cash inflows
within your investing and financing activities in your consol idated statements of
cash flows;
 Please address the appropriateness of reflecting debt payments as an outflow of
restricted cash within operating activities .  Please confirm that these cash outflows
are appropriately reflected within cash outflows within your financing activities in
your consolidated  statements of cash flows; and
 With regard to your restricted cash – investing activities, please confirm that the
cash outflows for the asset purchases are included in your purchase of equipment
held for operating le ase and/or purchase of property , equipment and furnishings
within your investing activities in your consolidated statements of cash flows.

You may c ontact Ernest Greene , Staff Accountant at (202) 551 -3733  or Jeanne Baker,
Assistant Chief Accountant at (202) 551 -3691 if you have questions regarding this comment .

  Sincerely,

/s/ John Cash, f or

        Rufus Decker
       Accounting Branch Chief