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Mail Stop 3561
								June 12, 2006

Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129

Re:      Allegiant Travel Company
	Registration Statement on Form S-1
	Filed on May 15, 2006
	File No. 333-134145

Dear Mr. Levy,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please provide your exhibits and any missing information that
is
not dependent on the price range as soon as possible.  As the
exhibits and additional disclosure may trigger a number of
disclosure
matters, we will need a reasonable period of time to review this
information as well as all disclosure in the registration
statement
that you modify or add as a result of the new information, and may
have additional comments.

Prospectus Summary, page 1
2. The disclosure in the summary should be a balanced presentation
of
your business.  For example, we note the disclosure regarding the
additional customers you might serve if you begin service in the
65
additional cities you have identified.  You should balance this
disclosure with a statement indicating the current status of your
business and whether you have entered into agreements to begin
service in any of these additional cities.  Additionally, you
discuss
the growth of your revenues, but should clarify that your net
income
dropped during the last year.
3. Please disclose in this section the percentage of common stock
that will be owned by management and their affiliates and discuss
the
significant control over your business they will exercise.  Ensure
that your discussion indicates that, by agreement, Mr. Gallagher
is
entitled to a seat on your board of directors.  Also disclose any
other similar agreements regarding control of the company.
Finally,
provide a brief explanation of the 2005 transactions by which
management and their affiliates bought a controlling interest in
the
company.

Risk Factors, page 12
4. Please provide a separate risk factor describing the terms of
the
registration rights agreement you discuss on page 87 and any
material
risks to stockholders such rights may pose.  In this regard, we
note
that you are required to register an offering by selling
shareholders
holding at least 25% of securities with registration rights when
they
propose to sell shares with an aggregate offering price of $30
million or more.

We rely on third parties, page 19
5. Expand this risk factor to disclose the number of third party
contractors on which you are dependent for certain facilities and
services and discuss whether you would be able to find suitable
replacements in a timely manner if these contracts were
terminated.
Further, we note from disclosure throughout the document that you
appear to be dependent on just one credit card processing company
and
one vendor to support your automated systems.  Revise the related
risk factors or provide separate risk factors, as appropriate, to
better explain whether your dependence on these third parties
poses a
risk to your company and whether you would be able to find
suitable
replacements if your contracts with these vendors were terminated.

Our maintenance costs will increase as our fleet ages, page 14
6. Expand the text of this risk factor to explain what the typical
age of an aircraft is in order to better put this risk in context
for
investors.

Our reputation and financial results could be harmed in the event
of
an accident, page 14
7. Expand this risk factor to disclose whether you have had any
past
experience with accidents or incidents involving your aircraft and
whether such events, if any, materially affected your business.

Use of Proceeds, page 29
8. Revise to provide more specific disclosure regarding your use
of
proceeds.  For example, you should disclose the approximate amount
intended to be used for the purchase of additional aircraft.  We
note
from page F-20 that you recently purchased two MD83 aircraft for
$8.1
million.  How much of the proceeds of the offering do you expect
to
spend on additional aircraft?  Furthermore, it appears from your
disclosure on page 84 that you may repay Mr. Gallagher with
proceeds
from the offering.  If true, revise your Use of Proceeds
disclosure
to include the amount payable to Mr. Gallagher from the proceeds
of
the offering.  See Item 504 of Regulation S-K, including
Instruction
4.

Capitalization, page 30
9. Please revise your capitalization table and related disclosures
to
discuss your company`s "actual" capitalization as of the latest
balance sheet date for which financial statements are required
under
Rule 3-12 of Regulation S-X.
10. You disclose that on a pro forma basis, your capitalization
table
reflects the automatic conversion of all of your outstanding
redeemable convertible preferred shares into 7,512,600 shares of
common stock, in conjunction with the closing of your offering.
However, we note per Note 12 to your financial statements that, in
2005, you issued a total of 9,885,000 shares of Series A and
Series B
convertible preferred shares, which are to be converted into
common
shares on a one-for-one basis.  As such, it appears that you have
assumed that the completion of your offering will occur both prior
to
December 31, 2007, and at a filing range above a predetermined
price,
which would result in the cancellation of 24% of your outstanding
preferred shares.  Please specifically disclose that your pro
forma
capitalization assumes the cancellation of 24% of your preferred
shares and disclose the predetermined price which will trigger the
cancellation.

Dilution, page 31
11. Please disclose your net tangible book value per share prior
to
giving effect to your pro forma adjustments.  The disclosure of
the
net tangible book value per share as well as the other disclosures
in
this section of your registration statement should be as of the
balance sheet date that corresponds to the latest balance sheet
date
for which financial statements are required to be provided under
Rule
3-12 of Regulation S-X.  Please revise your dilution table and
related disclosures, accordingly.
12. Per your disclosures in "The Offering" section of your
document,
as well as Note 12 to your financial statements, it appears that
the
total number of shares outstanding upon the completion of your
offering could differ depending on whether the midpoint of the
price
range set forth on the cover page of your prospectus is at least
$15.79 per share.  It appears that 24% of your outstanding
preferred
shares will be cancelled prior to the completion of your offering
if
the midpoint of the price range is at least $15.79.  However, it
appears that all of your outstanding preferred stock will be
converted to common stock if the midpoint of the price range is
not
at least $15.79.  Given that the treatment of your outstanding
preferred shares upon the completion of your offering directly
impacts the computation of various amounts included in your
dilution
table, please tell us management`s intentions with regard to the
cancellation of the preferred shares if the midpoint of your price
range per your prospectus is at least $15.79 per share, but your
shares ultimately price below the established/ disclosed price
range.
In addition, please tell us and disclose whether your computations
in
the dilution section of your document assume the cancellation of
24%
of your outstanding preferred shares.  Disclosures in other areas
of
your registration statement (e.g. your pro forma financial
statements
and the disclosures regarding your reorganization) should also
fully
discuss your assumptions with regard to the treatment of your
preferred shares outstanding immediately prior to your offering.

Selected Financial and Operating Data, page 32
13. We note your presentation of the Non-GAAP financial measures
EBITDA and EBITDAR.  However, we do not believe that the fact that
these Non-GAAP financial measures may provide useful information
regarding i) your ability to service debt and lease payments and
ii)
your ability to fund capital expenditures can be your sole support
for presenting these Non-GAAP financial measures in your
registration
statement.  Furthermore, we note that your Non-GAAP financial
measure
EBITDAR includes an adjustment for aircraft lease rental expense.
Item 10(e)(ii)(A) of Regulation S-K does not allow charges that
required, or will require, cash settlement to be excluded from the
computation of Non-GAAP liquidity measures.  As such, please
discontinue the use of EBITDAR, or tell us why you believe the
presentation of EBITDAR is permitted.  In addition, please tell us
and revise your registration statement to disclose substantive
reasons - specific to your company - which you believe explain why
the presentation of EBITDA provides useful information to your
investors, regarding your financial condition and/or results of
operations.  Alternatively, please also discontinue the disclosure
of
EBITDA.  Refer to the guidance outlined in Section II.B of our
release regarding the "Conditions for Use of Non-GAAP Financial
Measures."
14. Additionally, it appears that you have presented EBITDA as a
Non-
GAAP measure of liquidity.  As such, should you determine that you
can substantively support your decision to disclose EBITDA in your
registration statement, we believe that you should revise your
document to provide a reconciliation of EBITDA to a measure of
cash
flow, and not net income or loss.  Please refer to the guidance
provided in question number 12 of our June 13, 2003 release titled
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
measures."
15. We note that the "Operating Statistics" which have been
reflected
in your "Summary of Consolidated Financial Information" and
"Selected
Financial and Operating Data" for the year ended December 31, 2001
appear to have been computed based upon combined predecessor and
successor financial data.  The presentation of information derived
from combined predecessor and successor financial data is not
considered appropriate due to the change in basis that resulted
from
the adoption of fresh-start accounting, upon emergence from
bankruptcy.  As such, please revise your disclosures to present
your
predecessor and successor operating statistics separately.

Unaudited Pro Forma Condensed Consolidated Financial Information,
page 37
16. Please provide a pro forma balance sheet as of the end of the
most recent period for which a consolidated balance sheet is
required
under Article 3-01 of Regulation S-X.  Refer to the requirements
of
Article 11-02(c)(1) of Regulation S-X.  In addition, we note that
a
pro forma balance sheet for the period ended December 31, 2005 is
no
longer required.  As such, please delete the pro forma balance
sheet
for the period ended December 31, 2005.
17. Pro forma condensed statements of income should be provided
for
the most recent fiscal year and for the period from the most
recent
fiscal year end through the most recent interim date for which a
balance sheet is required.  As such, please provide a pro forma
condensed consolidated statement of operations for the period from
December 31, 2005 through the balance sheet date as of which
updated
financial statements are required to be provided.  Please refer to
the requirements of Article 11-02(c)(2)(i) of Regulation S-X.

Management`s Discussion and Analysis, page 42

General
18. Please expand your disclosures in MD&A to provide a discussion
of
changes to your financial condition and your results of operations
through the date of your updated interim financial statements,
when
such financial statements are filed.

Results of Operations, page 45
19. Revise to specifically explain the decrease in net income
between
2004 and 2005, including a discussion of the business reasons
underlying the decrease in flight hours associated with one of
your
fixed fee flying arrangements.

Other (Income) Expense, page 47
20. We note that you recognized a gain on fuel derivatives of
approximately $4.4 million in the 2004 fiscal year.  Given the
materiality of this gain relative to your net income, and relative
to
the gains on fuel derivatives which were recognized in the other
periods presented in your financial statements, please tell us and
expand your MD&A disclosures to discuss the specific underlying
factors that resulted in the recognition of a gain of $4.4 million
in
2004.

Liquidity and Capital Resources, page 50
21. Expand this section to provide a discussion regarding your
ability to meet both short and long-term capital needs.  See
Section
IV of SEC Release 33-8350.
22. In the third paragraph of this section, you indicate that cash
provided by operating activities increased in 2005 primarily due
to
an increase in net income, among other things.  As your net income
decreased between 2004 and 2005, revise to clarify this statement.
23. In the fourth paragraph of this section, you indicate that the
increase in investing activities was primarily driven by an
increase
in the purchase of "investments available-for-sale."  Revise to
clarify this term.

Critical Accounting Policies and Estimates, page 51
24. We note that you adopted a share option program in 2005, under
which you issued 384,000 options at exercise prices between $3.50
and
$4.50.  You state that these options were granted at exercise
prices
that approximate the fair value market value of your underlying
common stock as of the date of grant, and as such, it appears that
no
compensation expense was recognized under the provisions of APB
No.
25.  It appears that you also issued 8,000 options with an
exercise
price of $13.00 in 2006, which would be subject to the accounting
treatment of SFAS No. 123(R).  We also note that you issued
162,500
warrants with exercise prices of $4.40, in 2005, as part of the
consideration for services provided by a placement agent in
connection with issuance of your preferred shares.  Due to the
complexities of the assumptions and judgments required to value
your
options, warrants, and underlying common stock as of the grant
dates
of your options and warrants, and given the impact of your current
assumptions on the recognition of compensation expense in fiscal
year
2005 under APB No. 25, and in future years under SFAS No. 123(R),
we
believe that a discussion of stock-based compensation should be
included in the "Critical Accounting Policies and Estimates"
section
of MD&A.  Please expand your MD&A discussion, accordingly.
25. In addition, please tell us and disclose how you determined
that
the exercise price of your options approximated the fair value of
your common stock on the date that the options were issued,
resulting
in the recognition of no compensation expense under the provisions
of
APB No. 25.  Your response should specifically address how you
determined the fair value of your common stock as of the grant
date
of your options, citing any valuation techniques that were
utilized.
You should also explain why you believed the fair value of your
common s