SecProbe.io

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

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561

 April 30, 2009

Via U.S. Mail

Andrew C. Levy
Chief Financial Officer and Managing Director - Planning
Allegiant Travel Company
8360 South Durango Drive Las Vegas, Nevada  89113

Re:  Allegiant Travel Company
  Amendment No. 2 to Form S-3
  Filed April 21, 2009   File No. 333-153282

Dear Mr. Levy:

We have reviewed your response to the co mments in our letter dated September
24, 2008 and have the following additional comments.  Please note that all page references below correspond to the marked version of your filing.
Exhibit 5.1

1. We note the first sentence of the second to last paragraph.  Please revise the
opinion to delete this qualification on jurisdiction.
2. We note your statement in the second to last paragraph that you do not express
any opinion concerning any law other than  corporate law provisions of the
Nevada Revised Statutes.  Please revise to  state that your opinion is based on the
laws of the State of Nevada.
3. We note your disclosure on page 14 of th e Form S-3 that the indenture and the
debt securities and guarantees will be c onstrued in accordance with and governed
by the laws of the State of New York.  Please provide an opinion with respect to
New York law.

Andrew C. Levy
Allegiant Travel Company
April 30, 2009 Page 2

As appropriate, please amend your filing and respond to these comments within
ten business days or tell us when you will prov ide us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
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 disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

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.

Andrew C. Levy
Allegiant Travel Company
April 30, 2009
Page 3

You may contact Michelle Lacko at (202) 551-3240 or me at (202) 551-3313 with
any other questions.
 Regards,      Rolaine S. Bancroft  Special Counsel
 cc: Robert B. Goldberg, Esq.  Ellis Funk, P.C.  Fax:  (404) 233-2800