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WILLIS LEASE FINANCE CORPORATION

773 San Marin Drive, Suite 2215

Novato, California  94998

February 17, 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 contained in your
letter dated January 28, 2010 (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

Comment No. 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.

Response to Comment No. 1:

The Company will ensure that the amended Form 10-K
for the year ended December 31, 2008 (the “Amended 10-K”) includes all of
the information provided in response to the comments of the Staff.

***

Comment No. 2:

We note your response to comment two in our letter
dated December 3, 2009. Please ensure that you identify the series I
junior participating preferred stock on the cover page of the Form 10-K
as being registered pursuant to Section 12(b) of the Exchange Act.

Response to Comment No. 2:

The Company will ensure that the cover page of
the Amended 10-K identifies the series I junior participating preferred stock
as being registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended.

***

Comment No. 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 WEST
facility is a failure to maintain certain financial covenants. Please disclose
these covenants and indicate whether you a currently in compliance therewith.

Response to Comment No. 3:

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/or 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;

·                  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 the following financial covenants set forth in the servicing
agreement:

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·                  A ratio of
total indebtedness to tangible net worth ratio of less than 5.0-to-1.0; and

·                  A ratio of
earnings before interest, taxes to interest (excluding any extraordinary gains
or losses and pre-WEST engine financing costs) of at least 1.2-to-1.0 on a
rolling-four-quarter basis;

·                  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.

As of December 31, 2008 we were in compliance
with the financial covenants set forth above.
There can be no assurance that we will be in compliance with these
covenants in the future or will not otherwise be terminated as service or
administrative agent for the West facility.
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.

***

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

Comment No. 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
the 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 with the
amended Form 10-Q continue to deviate from the requirements of Item
601(b)(31)(i) of Regulation S-K by modifying the term “internal control
over financial reporting” in paragraphs 4(d) and 5(b). Please revise
accordingly.

Response to Comment No. 4:

We have filed an amended Form 10-Q for the
quarter ended March 31, 2009 containing a complete copy of the report and
corrected certifications.

***

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Comment No. 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 where amounts
under each element of compensation were projected to fall relative to targeted
amounts and to compensation levels at comparable companies. However, please
revise your disclosure to explain where compensation for each of your named
executive officers actually fell relative to targeted amounts and percentiles.
In addition, please explain your reasons for paying 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
executive’s performance and potential and of the company’s financial position
and performance. Please describe the elements of individual performance and of
the company’s performance that were taken into account when making actual
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 “l/3 the number of options
granted for the initial WEST transaction.” Further, to give context to this
discussion, please briefly describe “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.

Response to Comment No. 5:

·                  As set forth in our response to comment 16 in
our response letter dated January 15, 2010 to the comments of the Staff of
the Commissioner (the “Response Letter”), actual bonuses for 2008 approximated
186.9% of target bonuses based on the extent to which the Company exceeded the
target return on equity of 11.6%.  The
total annual cash compensation (based on the actual bonuses paid) for each of
the Named Executive Officers to the total annual cash compensation actually
paid for the survey group is set forth below.
Mr. Beaumont received no bonus because he was not employed on December 31,
2008; the other listed Named Executive Officers received approximately an
186.9% payout of target bonuses.

  Executive

  Annual Cash Compensation

  as a % of 75th Percentile

  Mr. Willis

  133

  %

  Mr. Beaumont

  43

  %

  Mr. Forsyth

  91

  %

  Mr. Nord

  101

  %

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·                  The Committee and Mr. Willis reviewed
the long-term incentive guidelines that we previously disclosed in our response
to Comment 12 in the Response Letter and made a subjective overall assessment
with respect to the executives (other than Mr. Willis) to determine the
size of the January 2008 and December 2008 restricted stock grants to
such executives.  The Committee made a similar
subjective assessment with respect to Mr. Willis to determine the size of
his restricted stock grants.  The
Incentive Plan approved by the stockholders in 2007 provided the flexibility to
grant a variety of types of equity awards to provide long-term incentives to
employees rather than being limited to options as the prior plan required.

In
conjunction with the approval of the new incentive plan, the Committee shifted
its primary type of long-term incentive grants from options to restricted
stock.  In the Committee’s judgment,
restricted stock reduces the dilution of stockholders’ interest by giving
approximately the same value with only 1/3 of the number of shares as would be
involved in an option grant.  The introduction
of the requirement to expense option awards for financial statement reporting
purposes also makes restricted stock more attractive in both an absolute dollar
sense and simplicity in calculating the accounting expense of the grants.  The Committee also believes that restricted
stock has a stronger retention value than do options which can expire without
providing any incentive benefit.

·                  The Committee, after consulting with its
compensation consultant, has used as a general guide a 1-to-3 ratio for
restricted stock in comparison to options — a guideline of one share of
restricted stock is roughly equivalent to 3 options.  The WEST transaction involved the Willis
Engine Securitization Trust, or “WEST,” a special-purpose, bankruptcy-remote,
Delaware statutory trust that is wholly-owned by the Company and consolidated
in the Company’s financial statements.
The Company established WEST in 2005 to acquire and finance engines
owned by another of the Company’s wholly-owned subsidiaries, WEST Engine
Funding LLC.  In August 2005 and
again in March 2008, WEST issued and sold notes to finance its acquisition
of engines.  WEST’s obligations under these
notes are serviced by revenues from the lease and disposition of its engines,
and are secured by all its assets, including all its interests in its engines,
its subsidiaries, restricted cash accounts, engine maintenance reserve
accounts, all proceeds from the sale or disposition of engines, and all
insurance proceeds. WEST gives the Company the flexibility to manage the
portfolio to adapt to changes in aircraft fleets and customer demand over time,
benefiting both the Company and the investors.
The asset-backed securitization provides a significant improvement to
the Company’s capital structure by better matching debt maturity to asset
life.  It includes a warehouse facility
to provide additional borrowing capacity, which offers new capital to fund
growth and provides a structure for regular placement of additional term notes
in the future as the warehouse matures.

***

5

Comment No. 6:

We note your response to comment 15 in our letter dated December 3,
2009. Please describe the elements of individual 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.

Response to Comment No. 6:

This response supplements the information previously
provided in response to comments 12 and 13 in our Response Letter regarding the
determination of 2008 base salaries.

The Committee considered Mr. Willis’ leadership
and the strong performance of the Company.
In 2007, the Company’s total revenue increased $16 million or 15%, lease
portfolio assets increased $142 million or 23% and earnings per diluted share
increased $0.10 to $1.66.

In Mr. Forsyth’s case, his base salary at his
hire date of January 2007 was lower than market reflecting the fact that
this was his first CFO position.  In
addition to increasing his salary to reflect his experience and growth in the
role, the Committee took note that in addition to effectively managing the
company’s regular auditing and public reporting activities, he upgraded the
staff of the accounting group in a majority of positions, successfully
negotiated a new “warehouse” facility in conjunction with our WEST securitization
and oversaw the implementation of a significant change in Company’s accounting
for maintenance reserves paid under its leases.

Mr. Willis and Mr. Nunemaker determined
the base salary increase for Ms. Webber in their discretion based on their
subjective evaluation of her performance, resulting in a merit increase
recognizing her continued excellent performance managing the company’s
technical group, which is critically important to the Company’s overall
success.

***

Comment No. 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 Instruction 5 to Item 402(b) of Regulation S-K

Response to Comment No. 7:

Return on equity is calculated as net income
attributable to common shareholders divided by common equity, calculated as
total shareholders’ equity less preferred stock.

***

6

Comment
No. 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 potential severance payments. See Item 402(j) of
Regulation S-K.

Response to Comment No. 8:

The Company will ensure that the additional
aggregate value of accelerated equity vesting is included in the computation of
total potential severance payments.

***

Comment
No. 9:

The
representations requested at the end of our letter dated December 3,2009,
must be made directly by the registrant. Please provide these representations
in your next response letter.

Response to Comment No. 9:

The Company is making these representations in the following paragraph
of this letter.

-----

As requested, on behalf of
the Company I hereby acknowledge that (i) the Company is responsible for
the adequacy and accuracy of the disclosure in its filings with the Commission;
(ii) the comments of the Staff and disclosures by the Company in its
filings with the Commission in response to comments of the Staff do not
foreclose the Commission from taking any action with respect to the Company’s
filings with the Commission; and (iii) the Company may not assert the
Staff’s comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

If you have any further comments or questions
regarding this letter, please contact me at (415) 408-4700

Very truly yours,

Bradley S. Forsyth

Chief Financial Officer

cc:                                 Hagen Ganem, Securities and
Exchange Commission

Andrew
Schoeffler, Securities and Exchange