SecProbe.io

July 25, 2011
 Via E-mail

John L. Plueger Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067
Re: Air Lease Corporation
Amendment No. 1 to Form S-1 Filed July 11, 2011
  File No. 333-173817

Dear Mr. Plueger:

We have reviewed the above-captioned f iling and have the following comments.

General

1. We note that on June 6, 2011, subsequent to fili ng this registration statement, you issued
to certain institutional investors $120 million in aggregate principal amount of senior
unsecured notes.  Please address the impact  of the public offering of the securities
covered by this registration statement, whic h began when the Form S-1 was filed, on the
private offering referenced in your Item 15 disclosure.  If you do not believe the public
offering constitutes general solicitation or general advertising with regard to the note offering, please explain.  Refer generally to SEC Re lease No. 33-8828 (Aug. 3, 2007).
 Selling stockholders, page 129

2. We note your response to comment four in our letter dated May 19, 2011.  Please
specifically describe the tran saction(s) in which Genefina nce S.A. acquired its Class B
common stock.  In addition, with respect to your disclosure in f ootnotes 5, 9, 11, 13, 22,
23, 28, 33, 34, 37, 38, 39, 50, 51, 61, 69, and 70, we have the following comments:
 Where you have not identified the natural pe rsons who have voting and/or dispositive
authority over the shares owned by the selling stockholders, please do so.  See, e.g.,
Question 240.04 of our Regula tion S-K Compliance and Disc losure Interpretations
available on our website.

John L. Plueger Air Lease Corporation July 25, 2011 Page 2

  Where you identify natural persons as potential ly being deemed beneficial owners of
the subject shares, please revise your disclo sure to clarify whether this means that
such natural persons have voting and/or dispositive authority over those shares.

3. We note your reference to “Other Selling Stoc kholders” in your se lling stockholder table
and your disclosure in footnote (92) thereto.  Please clarify whether the number of shares
attributed to “Other Selling Stockholders” in cludes the shares of Class A common stock
underlying the Class B common stock and suppl ementally explain the basis for omitting
the identity of these selling st ockholders at the time of effec tiveness.  If you are relying
on a staff interpretation, please identify the guidance by numbe r and location.

Item 15. Recent sales of unregis tered securities, page II-2

4. Please provide the disclosure required by Item 701 of Regula tion S-K with respect to the
transaction(s) in which Genefinance S.A. acquired its Class B common stock.
 Please contact Hagen Ganem, Staff Attorne y, at (202) 551-3330 or me at (202) 551-3397
with any questions.
Sincerely,  /s/ Jay Ingram  Jay Ingram Legal Branch Chief
 cc: Mark H. Kim, Esq.
Munger, Tolles & Olson LLP (via E-mail)