SecProbe.io

September 6, 2012

Via E -mail
Mr. Scott Sheldon
Chief Financial Officer
Allegiant Travel Company
8360 S. Durango Drive
Las Vegas, Nevada 89113

Re: Allegiant Travel Company
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 27, 2012
File No. 001 -33166

Dear Mr. Sheldon :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings  and providing any  reque sted information.   If you do not believe
our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2011

Item 7. Management’s Discussion and Analysis of Financial  Condition and Results of
Operations

Liquidity and Capital Resources

Sources and Uses of Cash, page 32

1. Please  expand your disclosure to  include a comparative analysis of the cash flows
attributable to your operating  activities , investing  activities,  and financing activities for
the two earliest periods presented in the statement of cash flows  – for example, fiscal year
2010, as compared to fiscal year  2009.   Refer to Instruction 1 to paragraph 303(a) of
Regulation S -K for further  guidance.

Mr. Scott Sheldon
Allegiant Travel Company
September 6, 2012
Page 2

 Operating activities, page 32

2. We note the reference to noncash items as part of your a nalysis  of the variance in cash
provided by  operating activities  for fiscal year 2011, as compared to fiscal year 2010 .  In
this regard, please expand your analysis to also address  items that directly affect cash
flows  and provide  both quantification and a discussion of  the underlying fa ctors
associated with those  cash items cited.   Refer to Section IV.B.1 of “Interpretation:
Commission Guidance Regarding Ma nagement's Discussion and Analysis of Financial
Condition and Results of Operations” available on our website at
http://www.sec.gov/rules/interp/33 -8350.htm  for further guidance.

Item 8. Financi al Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition, page 45

3. We note your disclosure that “revenues from air -related charges are recognized when the
transportation is provided if the product is not deemed independent of the scheduled
service.”  This disclosure implies that you provide certain air -related products and/or
services that you do deem to be independent of your scheduled service.  In this reg ard,
please tell us and disclose the nature of any air -related charges that are recognized prior
to when transportation is provided based upon the determination that the associated
products and/or services are independent of the scheduled service.  Also, t ell us the basis
for your accounting treatment.

Note 5. Long Term Debt

Senior Secured Term Loan Facility, page 49

4. Please tell us and disclose the nature of the associated mandatory prepayments , as well as
their timing and amount .  If the amounts are not  quantifiable, tell us and disclose the basis
for determining the amounts.

Note 6. Leases, page 49

5. We note that for each of the years from 2012 through 2014, your table of “scheduled
future minimum lease payments under operating leases with initial or re maining non -
cancelable lease terms in excess  of one year ” reports operating lease payment obligations
that are substantially higher than the $8.3 million of total rental expense recognized for
aircraft and non -aircraft operating leases for fiscal year 2011 .  We also note per the
disclosure in this footnote that, effective as of January 2012, you no longer ha ve any

Mr. Scott Sheldon
Allegiant Travel Company
September 6, 2012
Page 3

 aircraft that are held under operating leases .  Given the observations noted above, please
tell us and disclose the reason why your future minimu m lease payments are expected to
increase for the period from 2012 through 2014.  In addition, consider whether it would
be appropriate for you to provide additional disclosure related to the expected increase in
your operating lease payments within MD&A – particularly, in regard to the potential
impact to your future results of operations and/or liquidity.

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 the inform ation the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

 In responding to our comments, please provide  a written 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 fe deral securities laws of the United States.

You may contact Jeffrey Sears at 202 -551-3302  or Doug Jones at 202 -551-3309  if you
have questions regarding our comments on the financial statements and related matters.  You
may also contact me at 202 -551-3380 .

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief