SecProbe.io

August 21, 2007
 Mail Stop 3651
By U.S. Mail and facsimile to (718)709-3631

Mr. David Barger Chief Executive Officer JetBlue Airways Corporation 118-29 Queens Boulevard Forest Hills, NY 11375
Re:  JetBlue Airways Corporation  Definitive 14A   Filed April 2, 2007
File No. 000-49728
 Dear Mr. Barger:

We have limited our review of your definitive proxy statement to your executive
compensation disclosure and other related disc losure and have the following comments.
Our review of your filing is part of the Division’s focused review of executive
compensation disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Mr. David Barger
JetBlue Airways Corporation
August 21, 2007 Page 2  Compensation Discussion and Analysis, page 16

1. Please provide an expanded analysis of the elements and levels of compensation
paid to the named executive officers.  Throughout your Compensation Discussion
and Analysis, and as to each compensa tion element, you should provide an
analysis of how you arrived at and why you pa id each particular level and form of
compensation for 2006.   For example, we note limited analysis on pages 18 and 19 of how your long term equity awards  were determined.  In this regard,
although your disclosure provides general information relating to this form of
compensation, provide substantive analysis and insight into how the committee makes actual payout determinations.  Refer to paragraphs (b)(1)(iii) and (v) of
Item 402 of Regulation S-K.  Please re vise your Compensation Discussion and
Analysis such that investors are provide d with an understanding of the specific
factors considered by the committee in ultimately approving particular pieces of each named executive officer’s compensa tion package and describe the reasons
why the committee believes that the amounts paid to each named executive officer are appropriate in light of th e various items it considered in making
specific compensation decisions.  Refer to  Item 402(b)(1)(v) of Regulation S-K.
 Role of Executive Officers in Compensation Decisions, page 17

2. Your disclosure in this section is uncl ear as to which person or body determines
the compensation of your executives, part icularly your chief executive officer.
Please expand your disclosure to discuss in  greater detail the responsibilities of
the compensation committee and board of di rectors’ and the interaction between
these groups when setting compensation for the chief executive officer and other senior executives. Refer to Item 402(b)(2)(xv) of Regulation S-K.
 Base Salary, page 17

3. The precise nature of your benchmarking activities is not clear.  Please identify
the companies, including those whose info rmation is included in the proprietary
data purchased by the company, considered in  your internal review of the market
position of your executive compensation practices.  Further, if you have
benchmarked different elements of your compensation against different
benchmarking groups, please identify the companies that comprise each group.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.  In addition, please disclose the
actual percentiles for total compensation, and each benchmarked element of compensation, in 2006.  This disclosure should include a discussion of where you
target each element of compensation agai nst the comparator companies and where
actual payments fall within targeted parameters.  To the extent actual
compensation was outside a targeted percentile range, pl ease explain why.

Mr. David Barger
JetBlue Airways Corporation
August 21, 2007 Page 3
4. We note the discussion of the impact of  individual performance on salary and
merit-based increases.  Please expand your Compensation Discussion and Analysis to include a more specific disc ussion and analysis of  how the applicable
elements of your compensation packages  are structured and implemented to
reflect your named executive officer's indivi dual performance.  Please disclose the
elements of individual performance, both quantitative and qualitative, and specific
contributions the compensation committee considered in its evaluation, and if applicable, how they were weighted and factored into specific compensation decisions.  See Item 402(b)(2 )(vii) of Regulation S-K.
 Annual Incentive Bonuses, page 19

5. You have not provided a quantitative discussion of th e terms of the necessary
targets or performance objectives to be achieved in order for your executive
officers to earn their incentive compen sation for 2006 or 2007.  Please disclose
the specific targets, such as those identif ied in the third full paragraph on page 19,
and how your incentive awards are sp ecifically structured around such
performance goals.  See Item 402(b)(2)(v ) and Instruction 2 to Item 402(b).
Please note that qualitative goals generally need to be presented to conform to the
requirements of 402(b)(2)(v).  To the extent  you believe that disclosure of targets
is not required because it would result in  competitive harm such that the targets
could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please
provide on a supplemental basis a detail ed explanation for such conclusion.
Please also note that to the extent that  you have an appropriate basis for omitting
the specific targets, you must   discuss how difficult it would be for the named
executive officers or how likely it will be for you to achieve the undisclosed  target
levels or other factors.  General statem ents regarding the level of difficulty, or
ease, associated with achieving performance goals either corporately or individually are not sufficient.  Please pr ovide insight into th e factors considered
by the committee prior to the awarding of performance-based compensation such as historical analyses prior to the granti ng of these awards or correlations between
historical bonus practice and the incentive parameters set for the relevant fiscal
period.
 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards
Table, page 24

6. Please consider adding a separate table to disclose potential payments upon termination or change in control.  Refe r to Item 402(j) of Regulation S-K.

7. We direct you to Item 402(j)(1) of Re gulation S-K and note that you have omitted
discussion of the definitions of key term s of the employment agreements and

Mr. David Barger
JetBlue Airways Corporation
August 21, 2007 Page 4
2002 Stock Incentive Plan.  Please concisel y define terms such as “cause” and
“change in control.”
8. Where appropriate, please describe and e xplain how the appropriate payment and
benefit levels are determined for purposes of termination and severance packages.
See paragraphs (b)(1)(v) and (j)(3) of Item 402 of Regul ation S-K.  Also please
discuss in the Compensation Discussion a nd Analysis how these arrangements fit
into your overall compensa tion objectives and affect the decisions you made
regarding other compensation elements a nd the rationale for decisions made in
connection with these arrangements.
 Transactions with Related Persons, page 28

9. Although you note that related party tran sactions must occur on terms no less
favorable than could be obtained from unaffiliated third parties, your disclosure suggests that the audit committee and board of directors may also apply additional review standards.  Please discuss in materially complete detail the policies and
procedures relating to the approval or ratification of related party transactions. Refer to Item 404 of Regulation S-K.
 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond 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
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • 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.

Mr. David Barger
JetBlue Airways Corporation August 21, 2007 Page 5
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at  (202) 551-3314 with any questions.

Sincerely,    Daniel Morris Attorney Advisor