SecProbe.io

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Mail Stop 3561
								November 21, 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
	Amendment No. 3 to Registration Statement on Form S-1
	Filed on November 20, 2006
	File No. 333-134145

Dear Mr. Levy:

      We have reviewed your amended 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.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Off-Balance Sheet Arrangements, page 53
1. We note your disclosure that subsequent to December 31, 2005,
you
purchased three of your aircraft that were previously under
operating
leases.  You state further that your payments under your operating
leases will be reduced by approximately $980,000 in 2006,
$1,680,000
in 2007, and $980,000 in 2008, as a result of these purchases.
However, it appears from Note 14 to your financial statements that
each of your aircraft purchases was partially or fully funded
using
financing provided by the seller.  As such, we believe that you
should expand your disclosure either in this section or directly
below your contractual obligations table to discuss the amounts
that
your periodic long-term debt payments (i.e. for the next five
years
and thereafter) will increase as a result of your aircraft
purchases.

Business
Competition, page 79
2. On page 80, revise to omit the comparisons with US Airways,
United, American and Northwest Airlines.  For example, remove your
statements indicating that you have a unit cost advantage over
other
airlines because the other airlines use smaller jets, and remove
the
statement indicating that legacy carriers tend to charge higher
restrictive fares and have a longer elapsed time of travel.

People, page 80
3. As a follow-up to the comment above, remove the statement
indicating that your employees` high quality service
differentiates
you from your competitors, or provide support for this statement.
Further, we remind you that your registration statement should be
updated to reflect the flight attendant vote on third party
representation prior to effectiveness.

Aircraft Fuel, page 83
4. We note your disclosure that you have formed a wholly-owned
subsidiary that has entered into a limited liability company
operating agreement with an affiliate of Orlando Sanford
International Airport to engage in contract fueling transactions
for
the provision of aviation fuel to airline users at that airport.
Please tell us and disclose: i) the relationship of the limited
liability company to your company (e.g. joint venture, equity
investee, consolidated investee); and ii) your intended accounting
treatment for the limited liability company operating agreement.
As
a part of your response, please discuss any accounting literature
that you have relied upon in determining your intended accounting
treatment.

Legality Opinion - Exhibit 5.1
5. Please confirm that the reference and limitation to the
"internal
corporate law of the State of Nevada" includes the statutory
provisions and also all applicable provisions of the Nevada
Constitution and reported judicial decisions interpreting these
laws.
See Section VIII A.14 of the CF Current Issues Outline.

**********

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jeffrey Sears at (202) 551-3302 or Michael
Fay
at (202) 551-3812, if you have questions regarding comments on the
financial statements and related matters.  Please contact Johanna
Losert at (202) 551-3325 or me at (202) 551-3454 with any other
questions.

Sincerely,

Sara Kalin
Legal Branch Chief

cc:	Via Facsimile:  (404) 233-2188
	Mr. Robert Goldberg, Esq.
	Ellis Funk, P.C.
Andrew Levy
Allegiant Travel Company
November 21, 2006
Page 3

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