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May
19,  2006

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,  2005
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  8,  2006. 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,
2005

Item 8. Financial Statements and
Supplementary Data

Consolidated Balance Sheets,
page 44

1.
We note from Note 1 and Note 13
to your financial statements that your investment securities consist
primarily of auction rate securities which have been classified as
available-for-sale. While we acknowledge that your auction rate
securities have auction reset periods of less than 12 months, you
disclose in Note 13 to your financial statements that your short-term
investment balance includes securities with a carrying value of
$435  million as of December  31,  2005, which do not
mature until after 2019. Please tell us why you believe that it is
appropriate to classify auction rate securities, with maturity dates
more than 12 months after your balance sheet date, as short-tem assets.
In your response please provide clarification of the following items
with regard to your investments in action rate
securities:

•
Whether the issuing party or
another 3rd party can be obligated to redeem your auction
rate securities on the auction reset date, or whether that date
strictly represents the date on which the applicable interest rate can
be reset.

•
Your intent with regard to the
holding period of your auction rate
securities.

•
Your average historical
holding period of auction rate securities.

We may have
further comment upon receipt of your
response.

Response:    In classifying our auction
rate securities, we follow the guidance in SFAS No 115, paragraph 17,
which refers us to ARB 43, Chapter 3 paragraph 4, which states:

For accounting purposes, the term CURRENT ASSETS is used to
designate cash and other assets or resources commonly identified as
those which are reasonably expected to be realized in cash or sold or
consumed during the normal operating cycle of the business. Such
resources as (f) marketable securities representing the investment of
cash available for current operations.

Since there is an
active market for these instruments and we are able to sell these
marketable securities at any time to meet current operating needs, we
have classified them as current assets.

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The following addresses your
requests for clarification regarding our investment in auction rate
securities:

•
If we are not successful in
retaining the auction on the auction reset date or choose not to bid,
the auction dealer is obligated to redeem our securities. In the
unlikely event of a failed auction, (approximately 15 since 1984), we
would maintain our position until such time that there is a successful
auction, the final legal maturity date is reached or the issue is
called.

•
Our intent with
these securities is to hold them until the reset date; however, we have
the ability to sell them at anytime, which has resulted in our
classification as available-for-sale
securities.

•
The vast majority of the
auctions that we participate in have 28 day reset periods and it has
been our practice to maintain our positions until the reset date. On
the reset date, we evaluate our current cash requirements and other
investment options before bidding on new
auctions.

Consolidated Statements of Cash Flows, page
47

2.
We note that in your consolidated
statements of cash flows, you have reported the net change in
available-for-sale securities, rather than your purchases of
available-for-sale securities and proceeds from the sale and maturities
of available-for-sale securities. However, we note per Note 13 to your
financial statements that the contractual maturities of your
available-for-sale securities at December  31,  2005
consisted of securities with a carrying value of $36  million
maturing in 2006 and securities with a carrying value of $435
million maturing after the year 2019. As it appears that the majority
of your available-for-sale securities have original maturities in
excess of three months, please revise future filings to report the
gross cash inflows and cash outflows related to the purchases, sales,
and maturities of your available-for-sale securities as separate line
items in your consolidated statements of cash flows. Please refer to
the guidance provided in paragraphs 11 through 13 of SFAS No. 95 and
paragraph 18 of SFAS No. 115.

Response:    In
future filings, we will report the gross cash inflows and outflows
related to our available for sale securities, including previously
reported amounts.

Note 3 — Leases, page
53

3.
We note that during fiscal year 2005,
you entered into sale and leaseback transactions for six EMBRAER 190
aircraft. We note that you entered into sale and leaseback transactions
for an additional four EMBRAER 190 aircraft during the three months
ended March  31,  2006. Please tell us and disclose in the
footnotes to your financial statements the terms of your sale and
leaseback transactions entered into during fiscal year 2005 and the
first quarter of fiscal year 2006. Your response and expanded
disclosures should discuss the proceeds received from the sale of your
aircraft, the lengths of the subsequent lease terms of the aircraft,
the amounts of gain or loss from your sale and leaseback transactions
that has been deferred, and any other material details of your sale and
leaseback transactions. Please refer to the requirements of paragraph
17 of SFAS No. 98.

Response.    We believe that
we have adequately disclosed the material terms and future commitments
related to our sale and leaseback transactions in our 2005 and 2006
filings as required by paragraph 17 of SFAS No. 98. The proceeds of our
sale and leaseback transactions have been separately reflected on the
face of our consolidated statements of cash flows. Note 3 to our 2005
audited financial statements disclosed that the gains from these
transactions are being deferred and recognized on a straight-line basis
over the respective lease term. The deferred gains for 2006 and 2005
were not considered material and as a result were not separately
disclosed. Renewal periods and purchase options for the leasebacks are
also reflected in Note 3 along with our other aircraft operating
leases. Aside from the leasebacks themselves, there is no continuing
involvement on our part following the sales, so we believe no added
disclosure was required. The future minimum lease payments associated
with these transactions have been included in Note 3 to our 2005
audited financial statements and

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Note 9 to our Form 10-Q for the quarterly
period ended March  31,  2006. These transactions have also
been disclosed in the Commitments and Liquidity and Capital Resources
sections of Management Discussion and Analysis in each of these
filings.

Note 4 — Assets Constructed for
Others, page 54

4.
We note that you entered
into a lease agreement with the Port Authority of New York and New
Jersey (PANYNJ) for the construction and operation of a new terminal at
JFK airport. Under the lease agreement, it appears that you are
responsible for the construction of a 635,000 square foot 26-gate
terminal, as well as, other airport infrastructure. It also appears
that PANYNJ will reimburse you for construction costs, except for those
related to approximately $80  million in leasehold improvements
to be provided by your company. You state that in accordance with EITF
97-10, you are considered the owner of the construction project for
financial reporting purposes and, accordingly, you reflect an asset and
liability related to in-process construction on your balance sheet. You
state further that you currently do not expect to meet the criteria
necessary to derecognize the ‘‘Assets Constructed for
Others’’ and/or the related liability, when construction
of the assets is completed and your lease of the facility begins. As
such, you have indicated that the ‘‘Assets Constructed
for Others’’ will be amortized over the shorter of your
lease term or their economic life, and facility rents will be recorded
as debt service on your construction obligation, with the portion not
related to interest reducing the principal
balance.

Please tell us in detail why you believe that
you bear the risks of ownership of the new JFK terminal and related
assts during the construction period, citing the specific guidance or
criteria in EITF 97-10 that supports the conclusion that you are the
owner of the assets during the construction period. Also tell us (i)
why you do not believe that you will meet the criteria to derecognize
the ‘‘Assets Constructed for Others’’ and
(i) why the conditions of a sale and leaseback transaction, as set
forth in SFAS No. 98, will not be met when the construction of the
assets is completed and your lease of the facility begins. Furthermore,
as you indicate that the costs capitalized as ‘‘Assets
Constructed for Others’’ will be amortized over the
shorter of your lease term or their economic life, please tell us how
you intend to recognize the reimbursement of your construction costs,
and what portion of the costs capitalized as ‘‘Assets
Constructed for Others" will be subject to amortization.
We may have further comment upon receipt of your response.

Response:    The EITF 97-10 consensus outlines
several criteria, which if met, would result in a lessee being
considered the owner of a real estate project, despite its not holding
title. We are managing the construction of this project and are
primarily liable to the contractors performing the work. We are also
responsible for cost overruns not related changes made by the PANYNJ.
The lease we have entered into is also a
‘‘date-certain’’ lease, with facility lease
payments commencing in November  2009, without regard to whether
the construction is complete. Under EITF 97-10 guidelines, we believe
all of these factors result in our being considered the owner of the
project during the construction period.

Since we are
accounting for the project as if we were the owner, we must satisfy the
criteria in SFAS No. 98 in order to qualify for sale and leaseback
accounting. Upon completion of the project, we will conduct a detailed
analysis to assess whether we fulfill the SFAS No. 98 criteria for
recognizing the sale; however, because of our anticipated continuing
involvement, principally the current requirement of the lease to
provide a collateralized letter of credit following the construction
period, we do not currently expect to satisfy these criteria.

As we incur project costs, which are reflected as Assets
Constructed for Others, we are also submitting requests for
reimbursement to the PANYNJ. As these reimbursements are received, we
are recording a construction liability, which will increase throughout
the construction period. We expect that upon project completion we will
account for the construction obligation and related facility lease as a
financing, which is described in Appendix B of SFAS No. 66. The entire
amount of construction costs accumulated in Assets Constructed for
Others will be subject to amortization, for accounting purposes,
based on the appropriate economic life of its individual
assets.

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Note 12 — Contingencies,
page 60

5.
We note that you do not accrue a
liability for product warranties upon the sale of your LiveTV hardware
since revenue from the sale of the hardware is recognized over the term
of the related service agreements. As such, you recognize expenses for
warranty repairs as they occur. Please tell us why you believe that
your accounting policy regarding warranty expense is consistent with
the requirements of paragraphs 8, 24, 25, and 80 of SFAS No. 5. Also,
please tell us the amount of warranty expense that has been recognized
during each period presented in your consolidated statements of
operations. We may have further comment upon receipt of your
response.

Response.    In all of its sales
arrangements, LiveTV simultaneously enters into equipment sales
contracts and separate long-term service and maintenance contracts. The
equipment sales contracts do not provide for product warranty; however,
this element is included with other service and maintenance and repair
activities, which are covered under the service and maintenance
contracts. Because none of the various elements of these multi-element
arrangements have ever been sold separately, we have concluded that
they must be accounted for as a single unit of accounting. Therefore,
we defer all revenue related to the equipment sales and recognize such
revenues ratably over the service maintenance contract term, as
required by EITF Issue No. 00-21. We recognize service and maintenance
expenses on an as incurred basis. We believe this treatment satisfies
the matching principle described in paragraph 80 of SFAS No. 5. In
addition, we do not believe that any of LiveTV's agreements will
result in the recognition of losses in future periods.

LiveTV's total maintenance costs associated with their
long term service and maintenance contracts were approximately $1.9
million, $805,000 and $151,000 in 2005, 2004 and 2003, respectively.
The number of aircraft serviced under these agreements during these
periods was 193, 55 and 24, respectively. We do not believe that the
equipment failure rates will fluctuate significantly from what we have
experienced to-date.

Note 13 — Financial
Instruments and Risk Management, page
62

6.
We note that as of December
31,  2005 your crude oil or heating oil option contracts and swap
agreements, i.e. your derivative contracts, were not
designated as cash flow hedges as defined in SFAS No. 133. As
such, changes in the fair values of your derivative contracts
outstanding at December  31,  2005 were reported in your
income statement for fiscal year 2005. However, based upon your
consolidated statements of stockholders’ equity and our review
of your 2004 Annual Report on Form 10-K, we that your crude oil option
contracts and/or swap agreements, which were outstanding at
December  31,  2004 and December  31,  2003,
were designated as cash flow hedges, as the effective portion
of the change in the fair value of those derivative contracts was
recorded as a part of other comprehensive income. Please tell us the
reason(s) that your most recent derivative contracts that have been
entered for purposes of hedging your fuel costs have not been
designated as cash flow hedges. Your response should explain in detail
any factors or changes in circumstances that have impacted your
accounting treatment or explain any changes to the objectives or
strategy of your derivative usage. Also, explain why $13  million
of adjustments to the fair values of these derivative contracts, which
were previously included in accumulated other comprehensive income,
were reclassified into earnings in 2005. We may have further comment
upon receipt of your response.

Response.    At
December  31,  2005, none of our crude oil or heating oil
financial derivative instruments qualified for designation as cash flow
hedges for accounting purposes, principally because we concluded that
the underlying commodity was no longer highly correlated to the
specific jet fuel purchases being hedged. As of December
31,  2004, all of our outstanding financial der