SecProbe.io

CORRESP
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corresp

April 8, 2011

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Air Lease Corporation

Registration Statement on Form S-1

File No. 333-171734

Dear Sir/Madam:

          In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of
Air Lease Corporation (the “Company”) for acceleration of the effective date of the above-captioned
Registration Statement so that it becomes effective at 5:00 P.M. Eastern Time on April 8, 2011, or
as soon thereafter as practicable.

          Pursuant to Rule 460 under the Act, we wish to advise you that we have effected the following
distribution of the Company’s preliminary prospectus dated April 4, 2011:

    (i)

    Dates of Distribution: April 4, 2011 through the date hereof

    (ii)

    Number of prospective Underwriters to whom the preliminary prospectus was furnished:
9

    (iii)

    Number of preliminary prospectuses furnished to investors: approximately 6,400

    (iv)

    Number of preliminary prospectuses distributed to others, including the Company, the
Company’s counsel, independent accountants and Underwriters’ counsel: approximately 185

          We have and will, and we have been informed by the participating Underwriters that they have
and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

          The Underwriters have heretofore made all required filings with the Financial Industry
Regulatory Authority (“FINRA”) with respect to the offering (the “Offering”) of Class A Common
Stock contemplated by the Registration Statement, and are not aware of any objection that FINRA may
have to the amount of compensation to be allowed or paid to the Underwriters or any other
arrangements among the Company, the Underwriters and other broker dealers

    Securities and Exchange Commission

    April 8, 2011

participating in the Offering. However in view of the fact that the Company and the
Underwriters had not anticipated requesting acceleration of the effective date of the Registration
Statement until April 18, 2011, and are only doing so today in view of the uncertainty created by
the potential shut-down of the Federal Government at midnight tonight, the Underwriters have not at
this juncture received a statement (a “no-objections letter”) from FINRA expressing no objections
to such compensation and other arrangements. Rule 461(b)(6) under the Act provides that in
determining the date on which a registration statement shall become effective, the Securities and
Exchange Commission (the “Commission”) will consider, among other things, whether such a
no-objections letter has been issued in determining whether the statutory standards of Section 8(a)
of the Act have been met, and Rule 461(b) indicates that if such a no-objections letter has not
been issued, the Commission “may” refuse to accelerate the effective date of the registration
statement. We note that the Commission (or the Staff acting pursuant to delegated authority) is
not precluded by Rule 461 from declaring a registration statement effective in the absence of a
FINRA no-objections letter, and we believe that the exigent circumstances created by the potential
shut-down of the Federal Government provide ample justification for not requiring such a
no-objections letter prior to declaring the Company’s Registration Statement effective.

          To ensure that an effectiveness declaration will not in any way contravene the public interest
or the protection of investors, we hereby confirm, as representatives of the several Underwriters,
that the Underwriters are fully aware of their obligations under FINRA Rule 5110 (Corporate
Financing Rule — Underwriting Terms and Arrangements), and in particular are aware that no FINRA
member or person associated with a FINRA member may participate in any manner in any public
offering of securities subject to FINRA Rule 5110 unless documents and information as specified
therein relating to the offering have been filed with and reviewed by FINRA. The Underwriters
hereby confirm that they will comply fully with FINRA Rule 5110, and in particular that they do not
intend to, and will not, enter into an underwriting agreement with the Company for the Offering or
confirm sales of the Class A Common Stock to investors in the Offering unless and until FINRA has
issued a no-objections letter with respect to the Offering.

    Securities and Exchange Commission

    April 8, 2011

    Very truly yours,

    J. P. MORGAN SECURITIES LLC

    CREDIT SUISSE SECURITIES (USA) LLC

    Acting severally on behalf of themselves and the several Underwriters

    By:

    J. P. MORGAN SECURITIES LLC

    By:

    /s/ Nurten Goksu Yolac

    Name:

    Nurten Goksu Yolac

    Title:

    Executive Director

    By:

    CREDIT SUISSE SECURITIES (USA) LLC

    By:

    /s/ Andrew Rosenburgh

    Name:

    Andrew Rosenburgh

    Title:

    Managing Director