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ELLIS FUNK, P.C.

  Robert N. Dokson

  Attorneys At Law

  Of Counsel:

  Neal J. Fink

  One Securities
  Centre

  Donald J. Ellis (GA & VA)

  Robert B. Goldberg (GA & SC)

  Suite 400

  David I. Funk

  Amy L. Kaye

  3490 Piedmont
  Road, N.E.

  Russell H. Kasper, P.C.

  Albert L. Labovitz (GA & AL)

  Atlanta, Georgia
  30305-1743

  Jane R. Leitz

  M. Barry Leitz

  404-233-2800

  Clay M. White

  Facsimile
  404-233-2188

  E-mail: rgoldberg@ellisfunk.com

September 25, 2006

Ms. Sara Kalin

Legal Branch Chief

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C 20549

Re:        Allegiant
Travel Company

File No. 333-134145

Dear Ms. Kalin:

You have requested our
analysis as to why the proposed private sale by certain selling stockholders of
Allegiant Travel Company (the “Company” or “Allegiant”) should not be
integrated with the proposed public offering of common stock.  Our analysis is based on the  policy position articulated by the Staff of
the Securities and Exchange Commission in the Black Box Incorporated (June 26,
1990) and the Squadron, Ellenoff, Pleasant & Lehrer (December 27, 1991)
no-action letters.

The Company is an airline
and travel company. Its chief executive officer and one of its principal
stockholders is Maurice J. Gallagher, Jr. Mr. Gallagher has been involved in
the airline business for more than 25 years, as a principal owner and executive
of Westair from 1983 until 1992, as a founder, officer and Director of ValuJet
Airlines from 1993 to 1997 and as a financial supporter, principal owner or
Director of Allegiant since 2000.

In early 2006, the
Company and Mr. Gallagher began discussions with Merrill Lynch regarding a
potential initial public offering and filed a Registration Statement on Form
S-1 on May 15, 2006, which was amended on July 6, 2006 and again on August 23,
2006.  The Company has not printed or
distributed preliminary prospectuses.

The business currently
operates as a limited liability company (Allegiant Travel Company, LLC) which
will merge into the Company at or immediately prior to the public offering. In
the merger, the LLC members will receive shares of the Company’s common stock.

During his involvement
with Westair, Mr. Gallagher became acquainted with Samuel Buttrick who served
as an airline analyst with UBS and Mr. Gallagher regularly spoke with Mr.
Buttrick during Mr. Gallagher’s tenure at Westair, ValuJet and now Allegiant.
Mr. Buttrick now serves as an investment manager with UBS.

As the airline industry
is capital intensive and airline companies frequently seek access to the
capital markets, Mr. Buttrick suggested Allegiant contact PAR Capital who
has made significant investments in many airlines. As a result of this
suggestion and in the ordinary course of establishing relationships with
sources of capital,  Mr. Gallagher
reached out to PAR Capital in August 2006. After brief contacts from time
to time on the phone, Mr. Gallagher and PAR Capital scheduled a face to
face meeting in September 2006. At the meeting, Mr. Gallagher introduced
Allegiant to PAR Capital without any specific intention of having PAR Capital buy
stock at that time or in the public offering. No written materials were
provided by Allegiant to PAR Capital at the meeting. After the meeting, PAR
Capital expressed interest in immediately acquiring stock in Allegiant and the
proposed transaction was negotiated.

PAR Capital is the general partner of the entity which serves as the general partner of PAR Investment Partners, L.P. The principal business of PAR Investment Partners, L.P. (“PAR”) is that of a private investment partnership engaging in the purchase and sale of securities for its own account. Based on public filings, we believe PAR Capital Management has in excess of $1.8 billion of investments as of June 30, 2006.

Under the proposed
transaction, an affiliate of PAR Capital will purchase 1,750,000 shares from
nine present stockholders of Allegiant at 93% - 95.5% of the IPO price
(depending on which party will pay the agency fee). The selling stockholders
are those who were previously listed as selling stockholders in the Allegiant
Travel Company registration statement. As a result of the proposed sale
to PAR, all selling stockholders will be removed from the registration
statement and all shares to be sold under the registration statement will now
come from Allegiant. The selling stockholders include ComVest
Allegiant Holdings (two of whose affiliates serve on the Allegiant Board), Viva
Air (two of whose affiliates serve on the Allegiant Board), Timothy Flynn (a
Board member), Mitchell Allee (currently, a more than 5% stockholder of
Allegiant) and five smaller stockholders.

In the purchase
agreement, PAR will make the representations and covenants necessary to support
that the transaction is exempt from registration under the Securities Act of
1933 (the “Securities Act”), including representations as to its status as an
institutional accredited investor and that it is acquiring the stock for its
own account, for investment purposes and not with a view to the distribution of
the shares. The shares to be issued to PAR will be legended and subject to stop
transfer instructions.

We expect that the
purchase agreement will be signed prior to the distribution of preliminary
prospectuses in connection with the IPO and that the obligations of the selling
stockholders and PAR will be subject to customary conditions, none of which
will be in the control of the parties to the purchase agreement.

The purchase price will
be payable in cash at closing, which will be conditioned upon and held
simultaneously with the closing of the initial public offering. An affiliate of
Merrill Lynch (the lead underwriter in the initial public offering) is to
receive a 2.5% agency fee in connection with the transaction.

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In connection with the
transaction, Allegiant will make customary representations and warranties to PAR
and has agreed to provide registration rights to PAR. PAR is expected to sign a
120-day lock-up in connection with the transaction.  But for the fact
that negotiations among the Company, PAR and the selling stockholders began
after the filing of the registration statement, we believe the proposed sale to
PAR would be exempt from registration under the Securities Act by reason of Section
4(1) (for those selling stockholders who are not affiliates of the Company) and
Section 4(2) (for those selling stockholders who are affiliates).

However, despite the fact
that negotiations with PAR commenced after the initial filing of the
registration statement, we believe the proposed transaction fits within the
policy position taken by the Staff in the Black Box, Inc. no-action
letter.  Issuer’s counsel in Black Box
noted that the definitive convertible debenture agreement might not be executed
prior to the filing of the registration statement, and that it might become a
transaction “concurrent” with the public offering.  However, in that case, the debentures would
be placed only to (1) thirty-five or fewer “qualified institutional buyers” (as
defined in Rule 144A) and three participating institutional noteholders, or (2)
not more than four “accredited investors” under paragraph (a)(1), (2), (3), (7)
or (8) of Rule 501 plus three participating institutional noteholders.

In Black Box, Inc., the Staff
announced the policy position that a sale of a company’s convertible debentures
in a transaction subsequent to the filing of a registration statement covering
the same company’s offering of common stock need not be integrated with the
public offering where the sale of the convertible debentures would be a valid
private placement if viewed separately.
Specifically, the Staff stated that “for policy reasons” such a
transaction subsequent to the filing of the registration statement “need not be
integrated with the registered public offering.”  The Staff relied on the representation that “the
transaction would be a valid private placement if viewed separately.”

In Squadron, Ellenoff,
Plesent & Lehrer (December 27, 1991), the Staff confirmed the availability
of Black Box  to private sales involving
common stock.  However, the Staff then
limited Black Box to unregistered offerings to “(1) persons who would be
qualified institutional buyers for purposes of Rule 144A and (2) no more than
two or three large institutional accredited investors.”  In addition, the Staff noted that “the Black
Box policy position on integration was simply a formal articulation of an
informal position the staff has taken previously with respect to simultaneous
registered offerings and unregistered offerings to a limited number of
first-tier institutional investors in connection with structured financings.”

Consistent with the
situation in Black Box (and as further elaborated in Squadron, Ellenoff), the
proposed sale by the selling stockholders to PAR would only involve a limited
number of sellers and a single institutional accredited investor.

As noted above, but for
the fact that negotiations among the Company, PAR and the selling stockholders
began after the filing of the registration statement, we believe the proposed
private transaction would be exempt from registration under the Securities Act
by reason of Section 4(1) (for those selling stockholders who are not
affiliates of the Company) and Section 4(2) (for those selling stockholders who
are affiliates).

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Finally, we do not
believe that integrating the sale by the selling stockholders with the IPO
would further one of the Commission’s main policies, which is prevent investors
from harm by ensuring that the benefits of full and fair disclosure are
available.  PAR is a sophisticated
investor that is fully qualified to make investment decisions on its own
behalf.

In conclusion, based on
the facts and circumstances of the proposed sale and the reasoning and policies
announced by the Staff in the Black Box and Squadron, Ellenoff letters, we
believe the proposed concurrent private sale by the selling stockholders to PAR
should not be integrated with the Company’s initial public offering.

Please contact me at (678)
613-7210 should you require additional information or have questions regarding
this letter.

Sincerely,

/s/ Robert B. Goldberg

Robert B. Goldberg

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