SecProbe.io

May 29, 2013

Via E -mail
Gregory B. Willis
Senior Vice President and Chief Financial Officer
Air Lease Corporation
2000 Avenue of the Stars, Suite  1000N
Los Angeles, CA 90067

Re: Air Lease Corporation
  Registration Statement on Form S-4
Filed  May 20, 2013
  File No.  333-188716

Dear Mr. Johns on:

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information .  Where 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

Prospectus Cover Page

1. We note that you have elected to commence the exchange offer early, pursuant to Rule
162 under the Securities Act.  Although a preliminary prospectus used to  commence an
exchange offer early must include the legend required by Item 501(b)(10) of Regulation
S-K, the language in the legend must be appropriately tailored and thus may not state that
the prospectus is not complete.   For an example of language that may be used in the “red
herring” legend in an early commencement exchange offer, please see Question 2 in Part
I.E. of the Third Supplement (July 2001) to the Division of Corporation Finance’s
Manual of Publicly Available Telephone Interpretations, which is available on our
website at http://www.sec.gov/interps/telephone/phonesupplement3.htm .

2. Since the holders of old notes which are accepted for exchange,  may receive a cash

Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 2

 payment equal to the Accrued Interest Adjustment Amount,  please disclose the maxim um
amount of cash which may be  offered for  these securities.  In addition, in an appropriate
section of the filing please disclose how you will finance such payment, including the
payment of the Cash Rounding Amount discussed on page 6.

3. Here or in an appr opriate section of the filing, briefly explain what BXRAT “equals
1.053241” means.

Forward -Looking Statements, page iii

4. Please remove your references to Section 27A of the Securities Act and Section 21E of
the Exchange Act.  These provisions do not apply  to tender offers.  Refer to Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act .

The Exchange Offer , page 5

5. Please include a separate section to explain any material differences in the rights of the
note holders as a result of the exchange.  See Item 4(a)(4) of Form S -4.

Amended Note Purchase Agreement, page 6

6. Please refer to the last paragraph of your disclosure under “Purpose of the exchange
offer” on page 29.  Briefly disclose h ere that the old noted will accrue additional interest
at a rate of 0.50% per annum if the exchange offer is not completed by the Target
Registration Date.  Please revise your page 29 disclosure to clarify whether the rate of the
additional interest will c ontinue to accrue until maturity of the old notes in the event that
the exchange offer is not consummated.

The New Notes, page 9

Special Interest, page 9

7. To the extent known, please disclose how long you expect the Non -Rating Period to last.

The Exchan ge Offer, page 29

Purpose of the exchange offer, page 29

8. We note that the Note Purchase Agreement dated January 20, 2012, as well as the April
29, 2013 amendment were not incorporated by reference or filed as exhibits to the
registration statement.  Ple ase file these documents as exhibits with your next amendment
or otherwise tell us why you are not required to do so.

Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 3

 Expiration date; extensions and amendments; termination, page 31

9. In the second paragraph on page 32, briefly disclose the consequences  of default if you
fail to conform to your obligations under the exchange offer covenant, or otherwise cross
reference the section of the filing where you make such disclosure.

10. Please advise us as to how oral notice of any termination or amendment is reas onably
calculated to reach registered holders of the outstanding notes or otherwise satisfies the
requirements of Rule 14e -1(d).

11. Please revise your disclosure to indicate that, in the event of a material change in the
offer, including the waiver of a mate rial condition, you will extend the offer period if
necessary so that at least five business days remain in the offer following notice of the
material change.

12. In the penultimate paragraph on page 32, we note that you reserve the right to delay
acceptance for exchange of any old notes tendered pursuant to the exchange offer.  Please
clarify in what circumstances you will delay acceptance and confirm that any such delay
will be consistent with Rule 14e -1(c).  For example, if you are referring to the right to
delay acceptance only due to an extension of the exchange offer, please make this clear.

Conditions to the exchange offer, page 36

13. Please refer to the last paragraph on page 37 relating to your failure to exercise any of the
rights described in this section.  This language implies that once a condition is triggered,
you must decide whether or not to assert it.  Please note that when a condition is triggered
and you decide to proc eed with the offer anyway, the staff believes that this constitutes a
waiver of the triggered condition.  Depending on the materiality of the waived condition
and the number of days remaining in the offer, you may be required to extend the offer
and recirc ulate new disclosure to security holders.  You may not, as this language
suggests, simply fail to assert a triggered condition and effectively waive it without
officially doing so.  Please confirm your understanding supplementally, or revise your
disclosur e.

Fees and expenses, page 38

14. Please disclose the amount of fees payable to Jefferies LLC.

The Description of Notes, page 41

15. You disclose that the new notes will be issued under the March 16, 2012 indenture.  We
note, however, that you have filed as Exhibit 4.2 the Form of Supplemental Indenture
relating to the new notes.  Please describe here the material terms of the supplemental
indenture and tell us whether you expect to file this document in final form prior to

Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 4

 effectiveness of the registration statement.

Exhibit 5.1 – Opinion of Munger, Tolles & Olson LLP

16. It appears that the assumptions in paragraphs (c) and (d) repre sent facts readily
ascertainabl e by counsel.  In this regard, we note that the Exchange Securities will be
issued under the Original Indenture and that the supplemental indenture will be execut ed
prior to the registration statement being declared effective.  Please advise or have counsel
revise its opinion accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fi ling includes the information the Securities Act of 193 3 and
all applicable Securities  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 disclosures they have made.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility fo r
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting accelerati on are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequat e time  for us to review any amendment prior to the requested effective date of the
registration statement.

Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 5

 Please contact Era Anagnosti, Staff Attorney,  at (202) 551 -3369  or, in her absence,  me at
(202) 551 -3760  with any questions.

Sincerely,

 /s/ Era Anagnosti

  for Pamela Long
Assistant Director

cc: Katherine  H. Ku, Esq. (via e -mail)
            Munger, Tolles  & Olson  LLP