SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          July 30, 2008  Maurice J. Gallagher, Jr. Chairman of the Board and Chief Executive Officer Allegiant Travel Company 3301 N. Buffalo, Suite B-9 Las Vegas, Nevada  89129
Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2007
  Filed March 11, 2008
  Definitive Proxy Statement on Schedule 14A
  Filed April 21, 2008   File No. 001-33166

Dear Mr. Gallagher:
We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are 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 information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.   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 filing.  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 us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Maurice J. Gallagher, Jr.
Allegiant Travel Company
July 30, 2008 Page 2

 Form 10-K

 Item 1.  Business Overview, page 1

1. We note your references to your website th roughout your filing.  In future filings,
please disclose your Internet  address and state whether you make available, free
of charge, on or through your Internet website your annual report, quarterly reports, current reports, and amendments to those reports as soon as reasonably
practicable after you electronically file such  material with, or furnished it to, the
SEC.  Refer to Item 101(e) of Regulation S-K.
 Item 1A.  Risk Factors, page 16

2. In future filings, please remove the references in your first paragraph that you discuss some, but not all of the significant risk factors or revise to clarify that you have discussed all known material risks.
 Item 11.  Executive Compensation, page 84

3. We note your disclosure on page 18 of your  Definitive Proxy Statement that Mr.
Gallagher is expected to provide input to the compensation committee in making
compensation decisions for your executive officers.  In future filings, please disclose in reasonably comp lete detail Mr. Gallagher’s role in your compensation
processes and his input duri ng the crafting of compensation packages.  Refer to
Item 402(b)(2)(xv) of Regulation S-K.
 4. We note your disclosure on page 18 of your Definitive Proxy Statement that you
consider the base salaries for your managi ng directors to be in line with the base
salaries generally paid to equivalent officers at other similarly sized companies in
your industry.  In future filings, please identify the companies to which you benchmark and disclose the degree to which the compensation committee considers such companies comparable to  you.  Refer to Item  402(b)(2)(xiv) of
Regulation S-K.
 5. We note your disclosure regarding your  Annual Discretionary Incentive Cash
Bonus Program.  In future filings, please  provide a qualitative and a quantitative
discussion of the performance measures  to be achieved in order for your
employees, including named executive officers and management employees, to earn performance-related compensation.  We would expect to see the specific
company financial goals, key operating drivers and individual performance objectives used to determine performance-related compensation and how your performance-related awards are specifi cally structured around such performance
goals.  Please note that qualitative measur es generally need to be presented to
conform to the requirements of Item 402( b)(2)(v) of Regulation S-K.  To the

Maurice J. Gallagher, Jr.
Allegiant Travel Company
July 30, 2008 Page 3

extent you believe that disclosure of the targets is not requir ed 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 us with a detailed
explanation for such conclusion.   Please also note that to the extent that you have
an appropriate basis for omitti ng 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 fact ors.  General statements
regarding the level of difficulty, or ease, associated with achieving performance
goals either corporately or indi vidually are not sufficient.
 6. In future filings, please provide a na rrative disclosure to your Summary
Compensation Table and Grants of Plan-B ased Awards Table, including, but not
limited to, a description of the material terms of each named executive officer’s employment agreement or arrangement and an explanation of the amount of salary and bonus in propor tion to total compensation.  Refer to Item 402(e) of
Regulation S-K.
 Signatures, page 87

7. Please have your controller or princi pal accounting officer sign your filing.

* * * * *
  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.
  In connection with responding 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 disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Maurice J. Gallagher, Jr.
Allegiant Travel Company
July 30, 2008
Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, you may contact Michelle
Lacko at (202) 551-3240.  If you need further assistance , you may contact me at (202)
551-3750.           R e g a r d s ,            M a x  A .  W e b b          A s s i s t a n t  D i r e c t o r