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[Munger, Tolles & Olson LLP Letterhead]

July 11, 2011

    WRITER’S DIRECT LINE

    (213) 683-9144

    (213) 683-5144 FAX

    Mark.Kim@mto.com

VIA EDGAR AND OVERNIGHT DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E., Mail Stop 4631

Washington, D.C. 20549

    Attention:

    Jay Ingram

Hagen J. Ganem

          Re:

    Air Lease Corporation

Registration Statement on Form S-1

File No. 333-173817, initially filed on April 29, 2011

Amendment No. 1 filed on July 11, 2011

Ladies and Gentlemen:

          On behalf of Air Lease Corporation (the “Company”), we submit this letter with respect
to the above-referenced registration statement (the “Registration Statement”) filed with
the U.S. Securities and Exchange Commission (the “Commission”) on Form S-1 (File No.
333-173817) on April 29, 2011 and amended on July 11, 2011 (the Registration Statement as amended,
“Amendment No. 1”).

          The Company is concurrently filing via EDGAR Amendment No. 1, marked in accordance with Rule
310 of Regulation S-T. For the convenience of the Staff, we are supplementally providing four (4)
blacklined copies, complete with exhibits, of Amendment No. 1, marked to show changes from the
Registration Statement filed on April 29, 2011.

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U.S. Securities and Exchange Commission

July 11, 2011

Page 2

          In this letter, we have recited the comments from the Staff in italicized type and have
followed each comment with the Company’s response. Capitalized terms used but not defined in this
letter shall have the meanings ascribed to such terms in the Registration Statement. Except as
otherwise specifically indicated, page references in the Company’s responses to the Staff’s
comments correspond to the pagination of Amendment No. 1.

General

    1.

    We note that you are registering the resale of the Class A Common Stock underlying
the Class B Non-Voting Common Stock, and we have the following comments:

    •

    Please explain your rationale for registering at this time the resale of
the underlying Class A Common Stock. In this regard, we note that the
overlying Class B Non-Voting Common Stock is not convertible until it is
transferred to a third party unaffiliated with Société Générale S.A. and that
Société Générale S.A. wholly-owns Genefinance S.A., which presently owns all
of your outstanding Class B Non-Voting Common Stock.

    •

    Given that the Class B Non-Voting Common Stock is not convertible until it
is transferred, please provide us with your analysis as to whether the
primary offering of the underlying Class A Common Stock either occurred
simultaneously with the primary offering of the overlying Class B Non-Voting
Common Stock or will occur only after a third party unaffiliated with Société
Générale S.A. acquires ownership of the Class B Non-Voting Common Stock.

    •

    Please identify, and describe the facts that support the availability of,
the exemption(s) from registration covering the sale of the underlying Class
A Common Stock upon a transferee’s conversion of the Class B Non-Voting
Common Stock.

          RESPONSE TO COMMENT 1

          As
discussed in further detail below, the Company respectfully submits that the primary offering of
the shares of Class A Common Stock underlying outstanding shares of its Class B
Non-Voting Common Stock occurred at the time that shares of the Class B Non-Voting Common
Stock were issued to Société Générale S.A. (“Société Générale”). The Company’s
issuance of shares of Class A Common Stock upon the conversion of shares of Class B
Non-Voting Common Stock is exempted from the registration requirements of Section 5 of
the Securities Act of 1933, as amended (the “Securities Act”), under Section
3(a)(9), Section 4(2) and/or Regulation D thereof or promulgated thereunder. The Company
is registering at this time the resale of these

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

July 11, 2011

Page 3

underlying shares of Class A Common Stock by the converting
holder or converting holders, consistent
with certain of its contractual obligations.

          Primary Offering of Class A Common Stock. The Company respectfully submits that the
primary offering of the Class A Common Stock underlying outstanding shares of its Class B
Non-Voting Common Stock occurred concurrently with the primary offering of the Class B
Non-Voting Common Stock. Section 2(a)(3) of the Securities Act defines the term “offer”
to “include every attempt or offer to dispose of, or solicitation of an offer to buy, a
security or interest in a security, for value.” Section 2(a)(3) also provides that the
“issue or transfer of a right or privilege . . . giving the holder of such security the
right to convert such security into another security of the same issuer . . . , which
right cannot be exercised until some future date, shall not be deemed to be an offer or
sale of such other security.” The Staff has advised that the offer of a convertible
security constitutes a concurrent offer of the underlying security when the overlying
security is convertible within one year of its issuance. See Securities Act
Sections Compliance and Disclosure Interpretation (“CDI”) Question 103.04 (“Because the
securities are convertible or exercisable within one year, an offering of both the
overlying security and underlying security is deemed to be taking place.”). Each share
of Class B Non-Voting Common Stock is convertible into a share of Class A Common Stock
once transferred to a third party not affiliated with Société Générale. By the terms of
the Class B Non-Voting Common Stock, such transfer could have occurred, and thus the
Class B Non-Voting Common Stock could have been converted, within one year of the
issuance of the stock to Société Générale. Accordingly, the offering by the Company of
the interest in the underlying Class A Common Stock occurred simultaneously with the
offer and sale of the overlying Class B Non-Voting Common Stock.

          Exemptions for Conversion of Class B Non-Voting Common Stock. The Company believes
that issuance of shares of Class A Common Stock upon the conversion of shares of Class B
Non-Voting Common Stock is exempted from the registration requirements of Section 5 of
the Securities Act under Section 3(a)(9), Section 4(2) and/or Regulation D thereof or
promulgated thereunder.

          Section 3(a)(9) of the Securities Act exempts from the registration requirements of
Section 5 “any security exchanged by the issuer with its existing security holders
exclusively where no commission or other remuneration is paid or given directly or
indirectly for soliciting such exchange.” Upon a conversion of shares of Class B
Non-Voting Common Stock by a security holder, the Company will issue shares of Class A
Common Stock to such existing security holder and no commission or other remuneration
will be paid or given directly or indirectly for soliciting such security exchange.

          In addition, Section 4(2) of the Securities Act and/or Regulation D promulgated
thereunder exempts from the registration requirements of Section 5 a

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U.S. Securities and Exchange Commission

July 11, 2011

Page 4

transaction by an issuer not involving a public offering. The issuance by the
Company of shares of Class A Common Stock upon conversion of the Class B Non-Voting
Common Stock may qualify for this exemption, particularly where, as is likely here, (1)
there would be one or very few converting holders, (2) such converting holder or holders
would be accredited investors within the meaning of Rule 501 under the Securities Act or
would, either alone or with his purchaser representative(s), have such knowledge and
experience in financial and business matters that he was capable of evaluating the merits
and risks of the prospective investment, (3) any information required to be provided to
such converting holder or converting holders pursuant to Rule 502(b) would be furnished
to such holder or holders, (4) neither the Company nor any person acting on its behalf
would offer or sell the underlying shares of Class A Common Stock by any form of general
solicitation or general advertising, and (5) the Company would exercise reasonable care
to assure that the converting holder or converting holders were not underwriters within
the meaning of Section 2(a)(11) of the Securities Act.

          Rationale for Registering Underlying Class A Common Stock. The Class B Non-Voting
Common Stock was offered and sold as part of a private placement of the Company’s Common
Stock and two warrants exercisable for an aggregate of 482,625 shares of Common Stock
(the “Warrants”) in June and July 2010, pursuant to the exemptions from
registration provided by Rule 144A, Regulation S and Regulation D promulgated under the
Securities Act (the “Private Placement”). In connection with the Private
Placement, the Company entered into a certain Registration Rights Agreement (the
“Rights Agreement”), dated as of June 4, 2010, with the initial purchaser and
placement agent, FBR Capital Markets & Co. Consistent with the rights afforded by the
Rights Agreement, the Company is registering for resale the shares of Class A Common
Stock underlying the Class B Non-Voting Common Stock, in addition to the Class B
Non-Voting Common Stock, thereby enabling the converting holder or converting holders to
resell the shares of Class A Common Stock following conversion. The Staff’s guidance
states that an issuer may file a registration statement for the resale of common stock
issuable, but not yet issued, on conversion of privately placed convertible securities.
See Securities Act Sections CDI Question 139.10 (affirming that an issuer may use Form S-3
to register the resale of common stock issuable upon conversion of outstanding
convertible securities). The Company accordingly included both the overlying Class B
Non-Voting Common Stock and the underlying Class A Common Stock in the Registration
Statement.

    2.

    We note that your Class B Non-Voting Common Stock is not currently listed on any
national securities exchange or market system yet the selling stockholders wish to
sell their shares at the market or at negotiated prices. Schedule A, paragraph 16,
and Item 501(b)(3) of Regulation S-K require you to include in the registration
statement either a price range or a formula or method used to calculate the price.
As such, please disclose the price at which the selling

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U.S. Securities and Exchange Commission

July 11, 2011

Page 5

stockholders of your Class B
Non-Voting Common Stock will sell their shares. Please also revise your disclosure
throughout your prospectus to reflect that your Class B Non-Voting Common Stock will
be sold at the stated fixed price unless and until a trading market develops for the
stock.

          RESPONSE TO COMMENT 2

          The
Company respectfully submits that it is impracticable at this time to state a price to the public for the shares of
Class B Non-Voting Common Stock in the absence of a trading market for that class of
stock. However, the Company treats the Class A Common Stock and the Class B Non-Voting
Common Stock equally and identically, except with respect to voting rights and conversion
rights, and the Class B Non-Voting Common Stock, once convertible, converts to Class A
Common Stock on a one-to-one basis. The Company therefore anticipates that the Class B
Non-Voting Common Stock will be sold at a privately negotiated price that is based,
entirely or in part, upon the market price of shares of the Class A Common Stock. The
Company has revised the disclosure on page 167 accordingly.

    3.

    Given the nature of the resale offerings and their size relative to the number of
shares of Class A Common Stock and Class B Non-Voting Common Stock currently held by
non-affiliates, the subject transactions may be indirect primary offerings to the
public. Please provide us with a detailed analysis as to why the proposed offerings
are appropriately characterized as transactions eligible to be made under Rule
415(a)(1)(i) of Regulation C. Please refer to Question 612.09 of our Securities Act
Rules Compliance and Disclosure Interpretations available on our website.

          RESPONSE TO COMMENT 3

          The Company respectfully submits that the resale offerings of shares of its Common
Stock included in the Registration Statement are appropriately characterized as
transactions eligible to be made under Rule 415(a)(1)(i) of Regulation C, and are not
indirect primary offerings.

          Rule 415(a)(1)(i) provides that “[s]ecurities may be registered for an offering to
be made on a continuous or delayed basis in the future, [p]rovided, [t]hat . . . [t]he
registration statement pertains only to . . . [s]ecurities which are to be offered or
sold solely by or on behalf of a person or persons other than the registrant, a
subsidiary of the registrant or a person of which the registrant is a subsidiary.” The
shares of the
Company’s Common Stock included in the Registration Statement are being offered or
sold solely by stockholders of the Company, not by the Company, a subsidiary of the
Company, or a person of which the Company is a subsidiary. Moreover, the Company will
receive none of the proceeds from the sale of any such shares of Common Stock.

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

July 11, 2011

Page 6

          In addition to the question of who receives the proceeds of an offering, the Staff
has taken the position that whether a purported secondary offering is in fact a primary
offering requires consideration of “how long the selling shareholders have held the
shares, the circumstances under which they received them, their relationship to the
issuer, the amount of shares involved, whether the sellers are in the business of
underwriting securities, and finally, whether under all the circumstances it appears that
the seller is acting as a conduit for the issuer.” Securities Act Rule CDI Question
612.09. The Company respectfully submits that analysis of these and other factors
confirms that the resale offerings of shares of its Common Stock constitute genuine
secondary offerings and not primary offerings, for the following reasons:

          Length of Time the Selling Stockholders Have Held the Shares. As of July 14, 2011,
more than one year will have passed since the sales by the Company of all outstanding
shares of Common Stock that are included in the Registration Statement and of the
Warrants for which the underlying shares are also
included in the Registration Statement. An aggregate of 875,000 shares of Common Stock
were sold and issued by the Company from February 5, 2010 through April 20, 2010. On
June 4, 2010, the main closing date of the Private Placement, the Company sold and issued
56,944,444 shares of its Common Stock, as well as the Warrants, to qualified
institutional buyers and accredited investors pursuant to Rule 144A and Regulation D,
respectively, promulgated under the Securities Act, and in transactions outside of the
United States pursuant to Regulation S promulgated under the Securities Act. In
addition, an aggregate of 7,550,205 shares of Common Stock were sold and issued by the
Company in related overallotment option closings on June 18, 2010, June 30, 2010, July 7,
2010, and July 13, 2010. Selling stockholders who are executive officers or directors of
the Company and certain stockholders affiliated with such individuals are subject to
various lock-up agreements that were entered into in connection with the Private
Placement and the Company’s subsequent initial public offering of its Class A Common
Stock. In aggregate, these lock-up arrangements prohibit these stockholders from selling
shares included in the Registration Statement until October 15, 2