SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

DIVISION OF
CORPORATION FINANCE
         March 22, 2012
 Via Facsimile

Mr. Gregory B. Willis Chief Financial Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA  90067

 Re: Air Lease Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 9, 2012
  File No.  1-35121

 Dear Mr. Willis:
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 respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

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

 Financial Statements

 Note 1 – Summary of Significant Accounting Policies

 Rental of flight equipment, page 65

1. We note that you lease flight equipment prin cipally under operating leases.  We further
note that your flight equipment is potentially  subject to physical de struction.  Please tell
us whether any of your leases contain nonperfor mance related default covenants.  To the
extent that any of your leases contain such c ovenants, please tell us the specific terms of
the covenants and explain to us how you cons ider them in the minimum lease payments

Mr. Gregory B. Willis
Air Lease Corporation March 22, 2012 Page 2

 you use to determine lease classification.  Pleas e also tell us whether any of your leases
contain material adverse change clauses, cross-default provisions , or other subjective
default clauses and explain to us how you consider those provisions in your lease
classification analysis.  Please refer to  ASC 840-10-25-14 and ASC 840-10-25-1(d) for
guidance.

Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 disclosures they have made.
 In responding to our comments, please provi de 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 federal securities laws of the United
States.
 You may contact Kevin Stert zel at (202) 551-3723, or A nne McConnell at (202) 551-
3709, if you have questions regarding comments on th e financial statements and related matters.
Please contact me at (202) 551-3768 with any other questions.          S i n c e r e l y ,           /s/ W. John Cash          W. John Cash         B r a n c h  C h i e f