SecProbe.io

CORRESP
1
filename1.htm

WILLIS LEASE FINANCE CORPORATION

773 San Marin Drive, Suite 2215

Novato, California  94998

March 12, 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

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

File No. 1-15369

Dear
Ms. Long:

This
letter sets forth the response 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 and (ii) the Definitive
Proxy Statement on Schedule 14A filed April 29, 2009 contained in your
letter dated February 26, 2010 (the “Comment Letter”).  The response is numbered to correspond to the
number of the comment in the Comment Letter.

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

Comment
No. 1:

We note your response to comment 5 in our letter
dated January 28, 2010.  From your
response to comment 12 in our letter dated December 3, 2009, we note that
you benchmark annual cash compensation against a percentage of the 75th percentile of the market.  Please revise your disclosure to address
where each named executive officer’s actual annual compensation fell relative
to his respective benchmark and explain why cash compensation amounts exceeded
or fell short of these benchmarks.

Response to Comment No. 1:

As set forth below, we are adding a column to the
chart previously set forth in our response to comment 5 in our response letter
dated February 17, 2010 to the comments of the Staff of the Commission in
order to list the actual total annual cash compensation for the listed Named
Executive Officers as a percentage of the target total annual cash compensation
(base salary and target bonus) for such Named Executive Officers.

The total annual cash compensation (based on the
actual bonuses paid) for the listed Named Executive Officers compared to (i) the
total annual cash compensation actually paid for the survey group as well as to
(ii) the Named Executive Officer’s target total annual cash compensation
(assuming target bonus) is set forth in the columns of the chart below.  Such percentages result because Mr. Beaumont
received no bonus since he was not employed on December 31, 2008 and the
other Named Executive Officers received approximately an 186.9% payout of 2008
target bonuses based on the extent to which the Company exceeded the target
return on equity of 11.6% as described in our response to comment 16 in our
response letter dated January 15, 2010 to the comments of the Staff of the
Commission.

  Annual
  Cash Compensation

  Annual
  Cash Compensation

  as a % of Target Annual

  Executive

  as a
  % of 75th Percentile

  Cash
  Compensation

  Mr. Willis

  133%

  143%

  Mr. Beaumont

  43%

  54%

  Mr. Forsyth

  91%

  133%

  Mr. Nord

  101%

  129%

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

  Very
  truly yours,

  /s/
  Bradley S. Forsyth

  Bradley
  S. Forsyth

  Chief Financial Officer

  cc:

  Hagen
  Ganem, Securities and Exchange Commission

  Andrew
  Schoeffler, Securities and Exchange Commission

  Thomas
  C. Nord, Esq., General Counsel

  Perkins
  Coie LLP

2