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CORRESP
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January 15, 2010

Pamela
A. Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 4631

Washington, D.C.  20549-4631

  Re:

  Willis
  Lease Finance Corporation

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

  Form 10-Q
  for the quarter ended March 31, 2009

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

  File
  No. 1-15369

Dear Ms. Long:

This
letter sets forth the responses of Willis Lease Finance Corporation (the “Company”)
to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) relating to (i) the Company’s Form 10-K
for the fiscal year ended December 31, 2008 (the “Form 10-K”), (ii) Form 10-Q
for the fiscal quarter ended March 31, 2009 and (iii) Definitive
Proxy Statement on Schedule 14A filed April 29, 2009 (the “Comment Letter”).  The responses are numbered to correspond to
the numbers of the comments in the Comment Letter.

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

Cover Page

Comment No. 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.

Response to Comment No. 1:

The Company acknowledges that its Common Stock and Series A
preferred stock were subject to the Commission’s order set forth in Release No,
34-54240 and, accordingly are registered pursuant to Section 12(b) of
the Exchange Act.  Following resolution
of the Staff’s comments, the Company will file Amendment No 1 to the Form 10-K
(the “Amended 10-K”) that will be revised accordingly.

***

1

Comment No. 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 Exchange Act rights to purchase series A junior participating preferred
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 eligible 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 advise or revise accordingly. Further, please revise
the cover page of the Form 10-K accordingly to reflect the rights.

Response to Comment No. 2:

The Company acknowledges that its rights to purchase
Series A junior participating preferred stock should have been registered under
Section 12(g) of the Exchange Act and not under Section 12(b) of
the Exchange Act.  The preferred stock
subject to these rights has been subsequently redesignated as Series I
junior participating preferred stock.
The Company notes that following discussions with the Staff that the
Staff has determined to not pursue this comment.

***

Item 1 -
Business, page 3

Comment No. 3:

Please review the disclosure throughout this section
and consider revising to provide a more robust and detailed explanation of the
products and services you provide, including the manner in which you source 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 the bulleted
assertions.

Response to Comment No. 3:

The Company believes that the disclosure in this
section already provides a robust explanation of the products and services that
it provides.  Specifically, the Company
notes that the subsections “Engine Leasing” and “Aircraft Leasing” in this
section provide a detailed explanation of the Company’s leasing
activities.  The Company nonetheless
proposes to include in the Amended 10-K the revised disclosure set forth in
Schedule 1 hereto that provides additional clarification of the Company’s
overall business objective as well as additional detail regarding the Company’s
competitive advantages.

***

2

Competition, page 7

Comment No. 4:

Please discuss the principal
methods of competition in your industry. See Item 101(c)(1)(x) of
Regulation S-K.

Response to Comment No. 4:

In response to the Staff’s comment, the Company
proposes to include in the Amended 10-K the revised disclosure set forth in
Schedule 1 hereto.

***

Item 1A - Risk Factors, page 9

Risks Relating to Our Small Size
and Corporate Structure, page 17

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

Comment No. 5:

We note your disclosure that you “may be removed as
servicer and administrative agent by the affirmative vote of a requisite number
of holders of WEST facility notes upon the occurrence of specified events.”
Discuss these specified events.

Response to Comment No. 5:

In response to the Staff’s comment, the Company
proposes to include in the Amended 10-K the following revised risk factor:

We are the servicer and administrative agent for the WEST
facility and our cash flows would be materially and adversely affected if we
were removed from these positions.

We are the servicer and administrative agent with respect to engines in
the WEST facility. We receive annual fees of 11.5% as servicer and 2.0% as
administrative agent of the aggregate net rents actually received by WEST on
its engines. We may be removed as servicer and administrative agent by the
affirmative vote of a requisite number of holders of WEST facility notes upon
the occurrence of certain specified events, including the following events,
subject to WEST following certain specified procedures and providing us certain
cure rights as set forth in the servicing agreement:

·                  We fail to
perform the requisite services set forth in the servicing agreement or
administrative agent agreement;

3

·                  We fail to
provide adequate insurance or otherwise materially and adversely affects the
rights of WEST;

·                  We cease to be
engaged in the aircraft engine leasing business;

·                  We become
subject to an insolvency or bankruptcy proceeding, either voluntarily or
involuntarily;

·                  We fail to
maintain certain financial covenants set forth in the servicing agreement;

·                  We undergo one
of certain of change of control transactions set forth in the servicing
agreement; and

·                  We default in
the payment of other indebtedness of $10.0 million or more or indebtedness
in such amount shall have been accelerated as a result of an event of default
under the applicable agreements.

If
we are removed, our expenses would increase since our consolidated subsidiary,
WEST, would have to hire an outside provider to replace the servicer and
administrative agent functions, and we would be materially and adversely
affected. Consequently, our business, financial condition, results of
operations and cash flows would be adversely affected.

***

Item 5 - Market for the
Registrant’s Common Equity and Related Stockholder..., page 19

Comment No. 6:

With respect to the equity compensation plan table,
please clarify whether the 1996 Stock Option/Stock Issuance Plan and 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.

Response to Comment No. 6:

The 1996 Stock Option/Stock Issuance Plan and the
2007 Stock Incentive Plan were approved by security holders.  The 2007 Stock Incentive Plan authorized
2,000,000 shares of common stock.
829,862 shares of restricted stock were granted under the 2007 Stock
Incentive Plan by December 31, 2008.
Of this amount, 33,043 shares of restricted stock were withheld or
forfeited and returned to the pool of shares which could be granted under the
2007 Stock Incentive Plan resulting in a net number of 1,203,181 shares which
were available as of December 31, 2008 for future issuance under the 2007
Incentive Plan.

***

4

Item 9A -
Controls and Procedures, page 30

Comment No. 7:

We note your description of
the definition of internal control over financial reporting.  The description appears to be based on the
definition of internal control over financial reporting set forth 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 rules given that it does not indicate that
your internal control over financial reporting 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 described 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.

Response to Comment No. 7:

In response to the Staff’s comment, the Company
proposes to include in the Amended 10-K the following revised Item 9A:

  ITEM 9A.

  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Based
on management’s evaluation (with the participation of our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO)), as of the end of the
period covered by this report, our CEO and CFO have concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the Exchange Act)), are
effective to provide reasonable assurance that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in SEC rules and forms, and is accumulated and communicated to management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations on Controls.  Management, including the CEO and CFO, does
not expect that our disclosure controls and procedures will prevent or detect
all error and fraud. Any control system, no matter how well designed and
operated, is based upon certain assumptions and can provide only reasonable,
not absolute, assurance that its objectives will be met.  Further, no
evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of
fraud, if any, within the Company have been detected.  The design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs.

5

Management’s Report on Internal Control over Financial
Reporting.  Our management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934.  Our internal control over financial reporting
includes policies and procedures that: (a) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect our
transactions and dispositions of assets; (b) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with U.S. generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance with
authorizations of our management and Board of Directors; and (c) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on our financial statements. Our internal control over financial reporting is a
process designed with the participation of our principal executive officer and
principal financial officer or persons performing similar functions to provide
reasonable assurance to our management and board of directors regarding the
reliability of financial reporting and preparation of financial statements for
external purposes in accordance with generally accepted accounted principles

Our management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2008. In
making this assessment, we used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework .
Based on this assessment our management believes that, as of December 31,
2008, our internal control over financial reporting is effective under those
criteria. This annual report does not include an attestation report of the
Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.

(b) Changes
in internal control over financial reporting. There has been no
change in our internal control over financial reporting during our fourth
fiscal quarter ended December 31, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

***

Item 15 - Exhibits and Financial
Statement Schedules, page 31

Comment No. 8:

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

6

Response to Comment No. 8:

On November 20, 2009 the Company entered into a new Credit
Agreement dated November 19, 2009 (the “New Credit Agreement”) and used
the proceeds from this facility to retire the indebtedness evidenced by the
Second Amended and Restated Credit Agreement, dated June 30, 2006 (the “Prior
Credit Agreement”).  The Company filed a
Report on Form 8-K on November 25, 2009 in connection this
transaction.  Because the Prior Credit
Agreement is no longer effective the Company respectfully submits that that the
Prior Credit Agreement need not be refiled.
The Company will file the New Credit Agreement, including all exhibits,
schedules and annexes thereto, in connection with the filing of its Annual
Report on Form 10-K for the year ended December 31, 2009 (the Company
intends to seek confidential treatment with respect to certain portions of the
New Credit Agreement).

***

Exhibits
31.1 and 31.2

Comment No. 9:

We note that paragraph 4 omits the certification
regarding internal control over financial reporting required by Item 601(b)(31)
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.

Response to Comment No. 9:

The Company will include revised exhibits 31.1 and
31.2, which reflect the language required by Item 601(b)(31) of Regulation S-K,
in its Amended