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CORRESP

June 4, 2009

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E., Stop 3561

Washington, D.C. 20549

    Attention:

    Ms. Linda Cvrkel

    Branch Chief

    Re:

    JetBlue Airways Corporation

    Form 10-K for the Fiscal Year Ended December 31, 2008

File No. 000-49728

Ladies and Gentlemen:

     On behalf of JetBlue Airways Corporation, or JetBlue, set forth below are our responses to the
comments of the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission, the Staff, regarding the above referenced filing set forth in the Staff’s letter dated
May 20, 2009. For your convenience, we have repeated each of the comments set forth in the Staff’s
letter followed by our responses to that comment.

Form 10-K for the Year Ended December 31, 2008

Off-Balance Sheet Arrangements, Page 38

    1.

    We note from your disclosure on Page 54 that you hold variable interests in 45 of your
55 aircraft operating leases, which are owned by single owner trusts whose purpose is to
purchase, finance and lease these aircrafts to you. Also we note from page 38 that you
have determined that you hold a variable interest in, but are not the primary beneficiary
of, certain pass-through trusts, which are the purchaser of equipment notes issued by you
to finance the acquisition of new aircraft and certain aircraft spare parts owned by
JetBlue and held by such pass-through trusts. Additionally, we note from your disclosures
on pages 54 and 38 that you have determined that none of the above mentioned variable
interest entities are required to be consolidated in your financial statements. In this
regard, please tell us and revise future filings to disclose in the notes to your financial
statements how you account for your interests in the aforementioned variable interest
entities. Additionally, with regards to the aforementioned variable interest entities,
please provide us with and revise future filings to include in your notes to your financial
statements the disclosures outlined in Appendix C of FSP No. FAS 140-4 and FIN 46(R)-8, as
applicable.

Response:

Aircraft leases: We have entered into sale-leaseback arrangements with a third party lender
for 45 of our operating aircraft. The sale-leasebacks occurred simultaneously with the
delivery of the related aircraft to us from their manufacturers. Each sale-leaseback
transaction was structured with a separate trust setup by the third party lender, the assets
of which consists of the one aircraft initially transferred to it following the sale by us
and the subsequent lease arrangement with us. Because of their limited capitalization and
the potential need for additional financial support, these trusts are variable interest
entities as defined in FASB Interpretation No. 46(R), Consolidation of Variable Interest
Entities, or FIN 46R. JetBlue does not retain any equity interests in any of these trusts
and our obligations to them are limited to the fixed rental payments we are required to make
to them. FIN 46R provides that “Most operating leases do not absorb variability in the fair
value of an entity’s net assets because they are a component of that variability”. Our
only interest in these entities is a fixed price option to acquire the aircraft at the end
of the lease term that were not deemed to be bargain purchase options at lease inception.
Since there are no other arrangements (either implicit or explicit) between the individual
trusts and JetBlue that would result in JetBlue absorbing additional variability from the
trusts, we concluded that we are not the primary beneficiary of these trusts. JetBlue
accounts for these leases as operating leases, following the appropriate lease guidance in
SFAS 13, as amended.

EETC Trusts:

We have financed 28 aircraft and certain of our aircraft spare parts through three separate
Enhanced Equipment Trust Certificate arrangements, or EETC, which are financing structures
common to airlines. The structure of our EETCs is depicted in the following cash flow
diagram:

    1

    Each aircraft is subject to a separate indenture with a separate loan trustee.

    2

    The amount available for each of the Class G-1,
Class G-2 and Class C/B-1 certificates will cover up to six consecutive quarterly interest payments
with respect to the certificates related to the pass through trust.

For both of our aircraft EETCs, three classes of certificates are included in the structure,
two of which are senior (series G-1 and series G-2) and one which subordinate to the other
two (series C). Our spare parts EETC has two classes of certificates, Class G-1 are senior
and Class B-1 is junior. For all of our EETCs each pass through trust sold pass-through
certificates to unrelated third parties that represented 100% of the fractional undivided
interests in that pass through trust, the proceeds of which were used to purchase our
equipment notes. We did not contribute any assets or liabilities to, nor did we obtain any
equity interests, in these trusts. The primary assets held by each trust are the related
equipment notes issued by us that are collateralized by certain aircraft or spare parts,
which represent the only recourse available to the trusts in the event of default, except
for the liquidity facility available to the senior notes that provides for up to three
consecutive semi-annual interest payments.

We considered the guidance in FIN46R and FASB Staff Position FIN 46R-6, Determining the
Variability to Be considered in Applying FASB Interpretation No. 46(R), or FIN46R-6, and
determined that each of the trusts meet the definition of a variable interest entity. We
evaluated the purpose for which these trusts were established and nature of risks in each.
These trusts were not designed to pass along variability to JetBlue. We concluded that we
are not the primary beneficiary in these trusts due to our involvement in being limited to
principal and interests payments on the Notes and the variability created by credit risk
related to us and the likelihood of our defaulting on the Notes. Further, as the Equipment
notes are recorded as long-term debt in our consolidated financial statements, and trusts
simply re-distribute these obligations into different prioritizations, had we concluded that
we were the primary beneficiary and consolidated these trusts the recorded amount of our
long-term debt would be unchanged.

In future filings, we will include the disclosures required by FASB Staff Position No. FAS
140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of
Financial Assets and Interests in Variable Interest Entities, in our footnotes.

Financial Statements

Note 1. Summary of Significant Accounting Policies

Investment Securities, Page 47

    2.

    We note from your disclosure on page 48 that on December 31, 2008 investment securities, which
consisted of $244 million in student loan bonds were transferred to trading securities. Given the
nature of a trading security, transfers into or from the trading category should be rare as
described in paragraph 15 of SFAS No 115. In light of this fact, please provide us with and
disclose in future filings your rationale in transferring your investment securities in student
loan bonds from available-for-sale into the trading category. Also, please revise future filings
to provide in your notes to your financial statements the disclosures outlined in paragraph 21(c)
and (e) of SFAS No. 115, as applicable.

     Response:

We agree transfers into or from the trading category should be rare in occurrence. We also
believe it is important to note the economic and credit deterioration experienced during 2008
was also quite rare.

The student loan bonds discussed above are auction rate securities that historically reset
periodically (typically 28 days for those purchased by JetBlue), thus allowing the holder
access to liquidity. Beginning in February 2008, the auctions for these bonds ceased being
successful, resulting in us holding illiquid bonds whose actual duration is significantly
longer than expected.

During 2008, various regulatory agencies began investigating the sales and marketing
activities of the banks and broker-dealers that sold the student loan bonds, alleging
violations of federal and state laws in connection with these activities. One of the two
broker-dealers from which we purchased the bonds announced settlements under which they will
repurchase the bonds at par at a future date.

Pursuant to the settlements, in order to provide liquidity to holders of the bonds, the
broker-dealer agreed to offer a securities purchase and no net cost loan program to eligible
participants. JetBlue is a participant in this program with regards to approximately $85
million in par value bonds that were outstanding as of December 31, 2008. As part of this
agreement, we have granted the broker-dealer the right to sell or otherwise dispose of these
bonds at any time on our behalf so long as par value is returned. We believe these bonds are
appropriately classified as trading securities based on this specific disposition agreement.

For the remaining $226 million in par value bonds at December 31, 2008, we do not have such an
agreement with the broker-dealer that sold them to us. Our intent for these bonds is to trade
them when market opportunities arise to increase our liquid investments due to the current
economic uncertainty. We believe the transfer to trading securities was appropriate based on
this intent. The appropriateness of this transfer is also evidenced by our trade in February
2009 of approximately $38 million in par value bonds with a third party. The trade
represented approximately 17% of the par value bonds purchased from this broker-dealer without
a purchase agreement that were outstanding at December 31, 2008.

We will also provide in our notes to our financial statements the information regarding the
gains or losses as required by paragraph 21 (c) and (e) of SFAS No. 115, in future periods as
these transactions occur.

Note 2 — Long-term Debt, Short-Term Borrowings and Capital Lease Obligations, page 50

    3.

It appears from your disclosure that the following may be embedded derivatives within the
Debentures as defined in Note 2 to your financial
statements.

    The provision increasing the conversion rate depending upon the current common stock prices if
a fundamental corporate change occurs prior to October 15, 2013 for the Series A Debentures or
October 15, 2015 for the Series B Debentures; and

The Share lending agreement with Morgan Stanley & Co. Incorporated, an affiliate of the
underwriter of the offering, or the share borrower as described on page 52

We also note from your disclosure that you evaluate the various embedded derivatives within
the supplement indenture for bifurcation from the Debentures under the applicable
provisions, and based on your assessment you concluded these derivatives were either (i)
excluded from bifurcation as a result of being clearly and closely related to the Debentures
or are indexed to your common stock and would be classified in stockholders’ equity if
freestanding or (ii) the fair value of the embedded derivatives was determined to be
immaterial. In this regard, please provide us with a complete list of all the embedded
derivatives you are referring to in paragraph five of page 52 and tell us the nature and
significant terms of each embedded derivative. For those embedded derivatives that you have
determined to be immaterial, please provide us with the fair value assigned to each embedded
derivative and your method(s) and assumptions used in estimating such fair-value at the
inception date of those embedded derivative and at December 31, 2008. Additionally, for
those embedded features that were not bifurcated from the Debentures and not accounted for
as a derivative, please fully explain to us how these embedded features did not meet the
criteria in paragraph 12 of SFAS No. 133. If you are relying on the scope exception as
outlined in paragraph 11(a), please fully explain to us on a separate basis how each
embedded feature meets the requirements in paragraph 12 through 32 of EITF 00-19 for equity
classification. If the embedded features meet the requirements of equity classification,
please explain to us on a separate basis if each embedded feature represents a beneficial
conversion feature pursuant to EITF 98-5 and 00-27 and your accounting associated with such
embedded feature. We may have further comment upon receipt of your response.

     Response:

The table below summarizes the features in our 2008 convertible debt offering that we
considered for bifurcation

    Nature and Significant

    Feature

    Terms

    Assessment

    Rationale

    A) Basic Conversion

Feature

    The holders of the A
Debentures may
convert at any time
into shares of common
stock at a conversion
rate of 220.6288
shares per $1,000
principal amount
representing a
conversion price of
approximately $4.53
per share, subject to
adjustment. The B
Debentures may
convert at any time
into shares of common
stock at a conversion
rate of 225.2252
shares per $1,000
principal amount
representing a
conversion price of
approximately $4.44
per share, subject to
adjustment.

    It is an embedded
derivative that is
not required to be
separated from the
host contract.

    Qualifies for
Paragraph 11(a) of
SFAS 133 exemption
because it is (1)
indexed to JetBlue
stock and (2) if it
was a freestanding
contract, it would
be classified in
stockholders’
equity. See EITF
00-19 equity
considerations
below this table.

    Nature and Significant

    Feature

    Terms

    Assessment

    Rationale

    B) Fundamental

Change Make-Whole

Provision

    The Notes contain a
make-whole provision
that may increase the
number of shares
delivered upon
conversion in the
event of certain
fundamental changes.
Fundamental changes
include primarily a
purchase or exchange
in some manner of at
least 50% of our
common stock. The
additional shares
issuable are variable
based on the passage
of time and our
closing stock price
and are derived from
tables included in
the prospectus
supplement. The
additional shares
issuable decrease as
the share price of
common stock
increases, becoming
zero after $35.00 per
share. At issuance,
the maximum number of
additional common
shares issuable would
have been 9.5 million
with our stock price
at $3.70 per share.

    It is an embedded
derivative that is
not required to be
separated from the
host contract.

    Qualifies for
Paragraph 11(a) of
SFAS 133 exemption
because it is (1)
indexed to JetBlue
stock and (2) if it
was a freestanding
contract, it would
be classified in
stockholders’
equity. See EITF
00-19 equity
considerations in
the table below.

    C) Additional
Interest for
failure to file
timely SEC reports

    Provision in the debt
agreement where upon
failure to comply
with timely filing
requirements, the
holders will, for the
180 days after the
occurrence of such
Event of Default,
have the right to
receive additional
interest at an annual
rate equal to .25% of
the principal amount
of the Debentures for
the first 180 days.
If the Event of
Default is not cured
within 180 days, the
Debentures would be
subject to
acceleration.

    It is an embedded
derivative that is
required to be
separated from the
host contract.
Fair value of this
feature is
primarily
determined by the
probability that
SEC reports are not
filed timely. Fair
value at issuance
and as of 12/31/08
considered
immaterial.

    Probability of not
filing timely
reports was
considered to be
remote. JetBlue
has no history of
late submissions.

    D) Early Conversion

Interest Make-Whole

Premium

    Holders who convert
prior to April 15,
2011 will receive, in
addition to a number
of shares of common
stock, a cash payment
from the