SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        October 14, 2009           Mr. Andrew C. Levy Chief Financial Officer  Allegiant Travel Company 8360 S. Durango Drive Las Vegas, NV  89113   Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2008
  File No. 000-31683

Dear Mr. Levy:
  We have reviewed the above referenced filings and have the following comments.
Some of our comments request changes to disc losure in future filings.  If you disagree,
we will consider your explanation as to w hy a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Our comments may also request information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   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 filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.

Form 10-K for the fiscal year ended December 31, 2008

Item 1.  Business, Aircraft Fuel, page 12

1. We note your efforts to reduce fuel costs by entering into an operating agreement
with an airport as well as investing in  fuel storage units and transportation
facilities involved in the distribution pro cess.  Please provide  a discussion which
describes the operating agreement, in cluding your obligations, and discuss
management’s assessment of the effectiv eness of the arrangement in reducing
costs.  Also discuss the company’s activit y with regard to the fuel distribution
process including the amounts that have been invested and plan to be invested in
the future.

Allegiant Travel Company
October 14, 2009
Page 2 of 4           Selected Financial Data, page 29

2. Please explain to us and disclose the meaningfulness of operating revenue per
ASM (RASM), ancillary revenue per ASM, and total revenue per ASM.  In this
regard, we note that certain revenue sour ces, such as ancillary revenues from the
sale of third-party products and sub-lease rentals, are not driven based on changes
in the number of available seat miles in a period.
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 35
Scheduled Service Revenue

3. It is unclear from your discussion how revenue was impacted by capacity
management (reductions) as well as what portion of the increase from 2007 to
2008 was driven specifically  by an increase in passe nger service versus an
increase due to a full year of your newly established destinati ons in late 2007.
Please revise your disclosure to quantit atively and qualitatively explain each
factor’s impact on revenue.

4. Based on your September 2009 investor presentation, as furnished in your Form
8-K filed on September 22, 2009, your ancillary  revenue appears to consist of two
broad categories, sales of third-party products (hotels, car rentals, show tickets,
theme park tickets, etc.) and unbundled ai r travel related charges (convenience
fee, assigned seat fee, prio rity boarding fee, checked bag fee, booking fee, etc.).
To provide investors with greater insight  into your results of operations, we
believe you should consider separately quantifying and discussing revenues from these two ancillary revenue sub-categories.

5. Please ensure that you quantify all mate rial factors to which variances are
attributed.  For example, you state that ancillary revenue increased due to an increase in baggage fees but  do not quantify this factor.

6. Please revise your discussion and analysis  of fixed fee contract revenue to
disclose information that will provide c ontext for the results of this line of
business.  For example, disclose the number  of available seat miles, flights, or
other relevant metric that is the prim ary driver of your earning of fixed fee
contract revenue, so that readers will be able to assess whether changes are being
driven by rates or volume and the extent of each.

Liquidity and Capital Resources, page 41

7. We note that the timing and type of maintenance events may cause maintenance

Allegiant Travel Company
October 14, 2009
Page 3 of 4
and repairs expense to vary significantly fr om period to period, and that in fact
this was the case in 2008 as each maintenance event that happened to be required during 2008 was more costly on average th an those in 2007.  In light of this
variability and significan ce of such costs on your ope rations, please expand to
discuss the timing and type of events exp ected to occur in future periods as well
as the amount of expected cash use, to the extent reasonably known.
 Revenue Recognition, page 61

8. Please explain to us your basis for recogni zing revenue from the sale of travel
protection at the time of sale.
 Note 9.  Related Party Transactions, page 73

9. With respect to certain le ase agreements with rela ted parties, we note your
representation that the terms of such agr eements are at least as favorable as the
Company could receive in arm’s length transactions.  Please note that representations about transact ions with related parties s hould not imply that they
were consummated on terms equivalent to  those that prevail in arm’s-length
transactions unless such repr esentations can be substantia ted.  Refer to paragraph
3 of SFAS 57.

Exhibits 31.1 and 31.2

 10. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule  13a-14(a) also includes the title of
the certifying individual.  In future fi lings, the identification of the certifying
individual at the beginni ng of the certification should be revised so as not to
include the individual’s title.   The certification must be provided exactly as stated
in Item 601(b)(31) of Regulation S-K.  Pr ovide a separate certification in future
filings for each the principal executive offi cer and principal financial officer.  You
do not need to reference th e other titles of the individuals signing in those
capacities.  Refer to Item 601(b)(31).

********

  We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in your filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that 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

Allegiant Travel Company
October 14, 2009 Page 4 of 4           statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in its
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

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 filings or in response to our comments on your filings.

 You may contact Theresa Messinese at  202-551-3307 for questions regarding the
financial statements and related matt ers, Nolan McWilliams at 202-551-3217 for
questions regarding Comment 10, or the undersigned at 202-551-3380 with any other
questions.
Sincerely,

Lyn Shenk Branch Chief