SecProbe.io

March 7, 2011

John L. Plueger
President & Chief Operating Officer  Air Lease Corporation  2000 Avenue of the Stars, Suite 600N  Los Angeles, CA 90067
Re: Air Lease Corporation
Amendment No. 2 to Registrati on Statement on Form S-1
Filed February 22, 2011
  File No. 333-171734

Dear Mr. Plueger:

We have reviewed your amende d registration statement and response letter filed February
22, 2011 and have the following comments.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you have requested confidential treatment for portions of several exhibits
filed with your registration statement.  We  will send our comments on your confidential
treatment applications under separate cover.  Please be advised that we will not accept a request for acceleration until all comments on the confidential treatment applications are
resolved.
2. We note from pages 1, 4, 75 and 77 of your Form  S-1 that you lease aircraft to airline
customers in the Middle East and Africa.  Ir an and Syria, located in the Middle East, and
Sudan, located in Africa, are identified by th e State Department as state sponsors of
terrorism, and are subject to U.S. economic sa nctions and export controls.  We note that
your Form S-1 does not include disclosure re garding contacts with Iran, Syria or Sudan.
Please describe to us the nature  and extent of your past, curr ent, and anticipated contacts
with the referenced countries, if any, whet her through subsidiaries, lessees, customers or
other direct or indirect arra ngements.  In this respect, we note from your Form S-1 and

Mr. John L. Plueger Air Lease Corporation
March 7, 2011  Page 2

from your website that you lease planes to Saudi Arabia’s Air Arabia and UAE’s Etihad
Airways and note from each of these company’s websites that they fly to cities in Iran,
Syria and Sudan.  Your response should describe any services or products you have
provided to Iran, Syria or Suda n and any agreements, commerci al arrangements, or other
contacts you have had with the governments of  these countries or entities controlled by
these governments.
3. Please tell us whether your agreements w ith Air Arabia, Etihad  Airways and other
customers prohibit the use of aircraft leased from you on routes serving Iran, Syria and/or
Sudan and if not, whether to the best of  your knowledge, understanding and belief your
aircraft are used or will  be used on such routes.

Prospectus summary, page 1

Operations to date, page 2

Aircraft purchase commitments, page 2

4. We note your response to comment 12 in our letter dated February 10, 2011.  However,
please confirm to us that there are curre ntly no significant probable acquisitions for
which historical financial st atements could be required.
 Enter into strategic ventures, page 4

5. We note your response to comment 15 in our letter dated February 10, 2011.  Please
revise your disclosure  in this section to include th e information contained in your
response.

Increases in fuel costs could materially advers ely affect our leases a nd by extension the demand
for our aircraft, page 34

6. We note your discussion of the risk of fuel co st increases “that could occur in the future”
and your reference to the high cost of fuel in 2008.  Please revise your disclosure to
discuss how your business has been, is or may be impacted by the current  rising oil
prices, which have reportedly risen to levels not seen sinc e 2008.  For example, we note
recent news reports that the IATA has downgrad ed its 2011 airline profitability forecast.
Please further discuss the increasing pressure  on the world oil supply due to the ongoing
unrest in Libya and the Middle East and how those current conflicts may impact fuel
costs, which may in turn adversel y impact demand for your aircraft.

Mr. John L. Plueger Air Lease Corporation
March 7, 2011  Page 3

Provisions in Delaware law and our restated certificate of incorporation and amended and
restated bylaws . . . , page 41

7. We note your disclosure in the last paragraph on page 134.  Pleas e revise this risk factor
to also reference the forum selection clause  in your amended and restated bylaws.
 Use of proceeds, page 43

8. We note your response to comment 21 in our letter dated February 10, 2011.  Please
revise your disclosure to  include the factors you list in your response.

Overview of the aircraft leasing industry, page 63

Worldwide airline i ndustry outlook, page 64

9. We note that you have shifted your discussion in  this section from primarily discussing
the airline industry’s profitability to focusi ng on the growth rates for passenger and cargo
traffic.  Please tell us what  consideration you have given to disclosing, in quantitative
terms, that IATA’s current 2011 airline prof itability forecast represents a significant
decrease from the actual  reported 2010 airline industry ne t profits of approximately $16
billion.  Please also tell us your basis for concluding that this information is not material
to potential investors in your company.
 Executive compensation, page 100

Elements of the executive compensation program, page 103
 Annual bonus, page 103

10. We note your response to comment 30 in our  letter dated February 10, 2011 and your
revised disclosure in the third paragraph on page 103.  We reissue the comment.  Please
note that we are requesting disclosure of th e company financial performance targets and
individual objectives applicable to each named executive officer with respect to the annual bonuses awarded for 2010.  Please refe r to Items 402(a)(4), (b)(2)(v) and
(b)(2)(vii) of Regulation S-K.  Please also disclose the actual results with respect to each performance target and individual objective for each named executive officer.
11. Please disclose when the annual bonuses were  awarded to the named executive officers
and how the compensation committee determined  when to grant the awards.  See Item
402(b)(2)(iv) of Regulation S-K.

Mr. John L. Plueger Air Lease Corporation
March 7, 2011  Page 4

Employment agreements and arrangements, page 110

12. We note your disclosure in the second and third paragraphs on page 112 regarding the
2011 base salary increases for Mr. Levy and Mr. Chen.  Please revi se your disclosures
with respect to Mr. Levy and Mr. Chen on pa ge 112 to specifically disclose why their
base salaries were increased for 2011.
Certain material U.S. federal income tax considerations . . . , page 139

13. We note your response to comment 34 in our letter dated February 10, 2011.  Please
delete “certain” from the title of this secti on and in the first sentence as it implies that you
are only discussing some, but not all, of  the material tax consequences.

Consolidated Financial Statements

Consolidated Statement of Cash Flows, page F-6

14. We note your response to comment 37 in our letter dated February 10, 2011.  However,
in order for investors to fully understand why historical financial statements have not
been presented, we continue to believe that  you should provide additional disclosures in
MD&A that better explain the tr ansactions that resulted in the acquisition of your current
fleet, as noted in your response.  It appears to us that your disclosures should include: the
number of aircraft you acquired subject to ex isting leases; the number of owners and
operators from who you acquired aircraf t; and the size ranges of your individual
acquisition transactions.

Note 1 – Summary of Significant Accounting Policies, page F-7

c. Rental of Flight Equipment, page F-7

15. We note your response to comment 39 in our letter dated February 10, 2011.  However,
we continue to believe that you should provi de additional disclosures under critical
accounting policies in MD&A that better explain when and how you determine the
portion of supplemental maintenance rent that  you are virtually certain will not be
reimbursed to the lessee, as  noted in your response.

You may contact Kevin Stertzel  at (202) 551-3723 or, in hi s absence, Anne McConnell,
at (202) 551-3709 if you have questions regard ing comments on the financial statements and
related matters.  You may contact Jennifer Hardy at (202) 551-3767 if you have questions
regarding comments on contacts with Iran, Syria a nd Sudan.  Please contact Chambre Malone at
(202) 551-3262 or, in her absence, me at  (202) 551-3765 with any other questions.

Mr. John L. Plueger Air Lease Corporation  March 7, 2011  Page 5

Sincerely,

Pamela Long Assistant Director
  cc: Robert B. Knauss, Esq. ( via facsimile at  (213) 683-5137)
Munger, Tolles & Olson LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071