SecProbe.io

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

DIVISION OF
CORPORATION FINANCE
 April 3 , 2015

Via E -mail
Mr. Gregory B. Willis
Chief Financial Officer
Air Lease Corp.
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA  90067

 Re: Air Lease Corp.
  Form 10-K for Fiscal Year Ended December 31, 2014
Filed February 26, 2015
  File No.  1-35121

Dear Mr.  Willis :

We have reviewed your filing an d 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 advising us when you will provide the requested
response.   If you do not believe our comm ents 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 filing and the information you provide in
response to these  comments, we may have  additi onal comments.

Form 10 -K for Fiscal Year Ended December 31, 2014

General

1. You indicate on page 80 of the 10 -K that Alitalia contributed 11% of your rental fl ight
equipment revenue in 2012.  Alitalia offers on its  website flights serving Sudan.  You
state, on page 4 of the 10 -K, that you provide aircraft to airline customers in markets
including Latin America and the Middle East, regions that include Cuba and Syria.

Cuba, Sudan and Syria are designated by the Department of State as state sponsors of
terro rism, and are subject to U.S. economic  sanctions and export controls.   Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Cuba, Sudan and Syria, if any, since your letter to us dated March 11, 2011, whether

Mr. Gregory B. Willis
Air Lease Corp.
April 3 , 2015
Page 2

 through subsidiaries, partners, customers, joint ventures or other d irect or indirect
arrangements.   You should describe any services, information or technology you have
provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the governments of those countries or
entities they control.

2. Please tell us whether your agreements with Alitalia and other customers, entered into
since your March 2011 letter, prohibit the use of aircraf t leased from you on routes
serving Cuba, Sudan or Syria and, if not, whether to the best of your knowledge,
understanding and belief your aircraft are used or will be used on such routes.

Item 8.  Financial Statements and Supplementary Data

Note 12. Inv estments, page 88

3. Please tell us and revise future filing s to disclose the amount of gains you recognized on
the sale of aircraft to Blackbird or any related party and the amount due from Blackbird
or any related party at each balance sheet date.  Refer to  ASC 850 -10-50-1 and Rule 4 -
08(k) of Regulation S -X.

4. In regard to your investment in Blackbird, please provide the following additional
information:
 Provide your consideration as to whether Blackbird is a VIE and, if applicable,
how you determined the primary beneficiary;
 Explain how you determined you have significant influence;
 Tell us the material terms of the aircraft sales agreements with Blackbird,
including if the aircraft you sold were subject to lease.  Also, to the extent the
gains you recogni zed related to the aircraft you sold to Blackbird were
disproportionate to the gains you recognized related to other a ircraft sold, explain
why; and
 Tell us the material terms of the management services agreement with Blackbird.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange A ct rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

Mr. Gregory B. Willis
Air Lease Corp.
April 3 , 2015
Page 3

 In responding to our comments, please provide  a written statement from the co mpany
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 Staff Accountants, Kevin Stertzel  at (202) 551-3723 , or Anne
McConnell, at (202) 551 -3709  if you have questions regarding comments on the financial
statements and related matters.  Please contact Daniel Leslie, Staff Attorney at (202) 551 -3876 ,
or me at (202) 551 -3768  with any other questions.

        Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief