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[Munger, Tolles & Olson LLP Letterhead]

August 22, 2011

    VIA EDGAR AND OVERNIGHT DELIVERY

    WRITER’S DIRECT LINE

(213) 683-9144

(213) 683-5144 FAX

Mark.Kim@mto.com

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 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

Amendment No. 2 filed on July 28, 2011

Amendment No. 3 filed on August 12, 2011

Amendment No. 4 filed on August 22, 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, as amended on July 11, 2011 (the Registration Statement as amended
on July 11, 2011, “Amendment No. 1”) and as amended by exhibits-only filings on July 28,
2011 and on August 12, 2011.

                    The Company is concurrently filing via EDGAR Amendment No. 4 to the Registration Statement
(“Amendment No. 4”), marked in accordance with Rule 310 of

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August 22, 2011

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Regulation S-T. For the convenience of the Staff, we are supplementally providing four (4)
blacklined copies, complete with exhibits, of Amendment No. 4, marked to show changes from
Amendment No. 1 filed on July 11, 2011.

                    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 Amendment No. 4. Except as otherwise
specifically indicated, page references in the Company’s responses to the Staff’s comments
correspond to the pagination of Amendment No. 4.

General

    1.

    We note that on June 6, 2011, subsequent to filing this registration statement, you
issued to certain institutional investors $120 million in aggregate principal amount of
senior unsecured notes. Please address the impact of the public offering of the securities
covered by this registration statement, which began when the Form S-1 was filed, on the
private offering referenced in your Item 15 disclosure. If you do not believe the public
offering constitutes general solicitation or general advertising with regard to the note
offering, please explain. Refer generally to SEC Release No. 33-8828 (Aug. 3, 2007).

               RESPONSE TO COMMENT 1

                    The Company respectfully submits that the public offering by certain of its stockholders of
shares of Common Stock included in Amendment No. 4 (the “Secondary Public Offering”) does
not constitute a general solicitation or general advertising with regard to the offering and
issuance by the Company of $120 million in aggregate principal amount of senior unsecured notes
with a 5% coupon for a five-year term (the “Notes”) to certain institutional investors (the
“Notes Offering”). Consequently, the Notes Offering constituted a valid private placement
under the exemptions from registration provided pursuant to Section 4(2) of the Securities Act of
1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated thereunder, and is
not subject to integration with the Secondary Public Offering.

                    Commission Release No. 33-8828 (Aug. 3, 2007) states that, while the filing of a registration
statement is generally viewed as a general solicitation of investors, such a filing “does not,
per se, eliminate a company’s ability to conduct a concurrent private offering.”
Release No. 33-8828, at 55. Rather, whether the filing of a registration statement constitutes a
general solicitation should be evaluated based on “whether the investors in the private placement
were solicited by the registration statement or through some other means that would otherwise not
foreclose the availability of the Section 4(2) exemption.” Id. In Release No. 33-8828,
the Staff noted as examples of permissible communications with potential investors, contact that
takes place “through a substantive, pre-existing relationship with the company or direct contact by
the company or its agents outside of the public offering effort.” Id., at 56. Similarly,
“if the company is able to solicit interest in a concurrent private placement by contacting
prospective investors who (1) were not identified or contacted through the marketing of the public
offering

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August 22, 2011

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and (2) did not independently contact the issuer as a result of the general solicitation by
means of [a] registration statement, then the private placement could be conducted in accordance
with Section 4(2) while the registration statement for a separate public offering was pending.”
Id.

                    In February 2011, prior to the filing of the Registration Statement, J.P. Morgan Securities
LLC (“J.P. Morgan”), acting on behalf of the Company, directly contacted seven potential
institutional investors (the “Potential Investors”) with which J.P. Morgan had pre-existing
relationships and which J.P. Morgan believed might be interested in a private placement of debt
securities by the Company. Each Potential Investor was selected by J.P. Morgan based on J.P.
Morgan’s familiarity with the market for the nature of the debt offering that the Company was
contemplating. Based on the substantial investment- and insurance-related businesses in which the
Potential Investors were engaged and J.P. Morgan’s guidance, the Company believed that each
Potential Investor was a “qualified institutional buyer” within the meaning of Rule 144A
promulgated under the Act (“Qualified Institutional
Buyer”). Among the Potential Investors were two major
insurance companies, QIB A and QIB B. In March 2011, the Company
decided not to undertake the contemplated debt offering.

                    The Registration Statement for the Secondary Public Offering was initially filed on April 29,
2011. In May 2011, QIB A contacted J.P. Morgan, inquiring whether
the Company continued to have interest in conducting an offering of debt securities, as previously
contemplated. J.P. Morgan circulated to QIB A and QIB B (the “Notes Holders”) a private placement memorandum expressly stating
that it was intended only for Qualified Institutional Buyers willing and able to conduct an
independent investigation of the risk of ownership of the debt securities. On June 6, 2011,
QIB A, five insurance companies for which QIB A acts as investment manager, and QIB B executed a note purchase
agreement with the Company for the issuance of the Notes. Each of these purchasers is a Qualified
Institutional Buyer. Each purchaser represented that it was purchasing the Notes for its own
account or for the account of one or more pension or trust funds and not with a view to the
distribution thereof and affirmed its understanding that the Notes were not registered under the
Act. In addition, each purchaser of the Notes represented that the Notes could be resold only if
registered under the Act or an exemption from registration were available for such resale.

                    As described above,
QIB A initiated the discussions with J.P.
Morgan and the Company concerning the Notes Offering, based on a substantive, pre-existing
relationship with the Company that had developed during earlier consideration of a potential
transaction. Further, discussions with the Potential Investors regarding that potential
transaction had been initiated by J.P. Morgan by means of direct communications with that limited
group of sophisticated investors. Neither the Notes Holders nor the Potential Investors were
identified by the Company or, to the knowledge of the Company, by J.P. Morgan through marketing
activities for any public offering of Common Stock. In addition, to the knowledge of the Company,
QIB A did

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August 22, 2011

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not contact J.P. Morgan by reason of any registration statement for the public offering of
Common Stock. Communications with the Notes Holders by the Company and J.P. Morgan were not
related to and did not otherwise occur in connection with the Secondary Public Offering, which
relates to shares of Common Stock being offered by the Company’s stockholders, rather than the debt
securities that were offered and issued by the Company in the Notes Offering. Accordingly, the
Company respectfully submits that the Notes Offering constituted a valid private placement as
contemplated in Release No. 33-8828.

                    The Staff indicated in Release No. 33-8828 that, “notwithstanding the availability of the
information in [a] registration statement, companies may continue to conduct concurrent private
placements without those offerings necessarily being integrated with [an] ongoing public offering”
and, specifically, that the guidance in the release “d[id] not affect the ability of issuers to
continue to rely on the views expressed by the [Staff]” in Black Box Incorporated (June 26,
1990) and Squadron, Ellenoff, Plesent & Lehrer (Feb. 28, 1992). Release No. 33-8828, at
54. In those interpretative letters, the Staff took the position that “simultaneous registered
offerings and unregistered offerings to a limited number of first-tier institutional investors in
connection with structured financings” will not be integrated where the unregistered offering is
“offered to . . . persons who would be qualified institutional buyers for purposes of Rule 144A and
. . . no more than two or three large institutional accredited investors.” Squadron, Ellenoff,
Plesent & Lehrer, 1992 WL 55818, *1 (Feb. 28, 1992). The Company respectfully submits that the
Notes Offering and its consummation after the initial filing of the Registration Statement are
consistent with the rationale of Black Box Incorporated and Squadron, Ellenoff.
QIB A, the five insurance companies for which it serves as investment
manager, and QIB B are Qualified Institutional Buyers. Given the
sophisticated “nature and number of the offerees,” 1992 WL 55818, at *1, and their ability to fend
for themselves when evaluating a potential investment, it is consistent with the purposes of the
Act and the protection of potential investors that the Notes Offering not be integrated with the
Secondary Public Offering.

                    In light of the facts described above, the Company respectfully submits that the Secondary
Public Offering did not constitute a general solicitation or general advertising with respect to
the Notes Offering, and that the Notes Offering constitutes a valid private placement as
contemplated by Commission Release No. 33-8828 and the guidance previously provided by the Staff in
the Black Box Incorporated and Squadron, Ellenoff, Plesent & Lehrer Commission
No-Action Letters.

Selling stockholders, page 129

    2.

    We note your response to comment four in our letter dated May 19, 2011. Please
specifically describe the transaction(s) in which Genefinance S.A. acquired its Class B
common stock. In addition, with respect to your disclosure in footnotes 5, 9, 11, 13, 22,
23, 28, 33, 34, 37, 38, 39, 50, 51, 61, 69, and 70, we have the following comments:

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U.S. Securities and Exchange Commission

August 22, 2011

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    •

    Where you have not identified the natural persons who have voting and/or dispositive
authority over the shares owned by the selling stockholders, please do so. See, e.g.,
Question 240.04 of our Regulation S-K Compliance and Disclosure Interpretations
available on our website.

    •

    Where you identify natural persons as potentially being deemed beneficial owners of
the subject shares, please revise your disclosure to clarify whether this means that
such natural persons have voting and/or dispositive authority over those shares.

               RESPONSE TO COMMENT 2

                    The Company respectfully submits that the disclosure on page 131 describes the transaction
in which the shares of Class B Non-Voting Common Stock currently held by Genefinance S.A. were
initially offered and sold, and the shares of Class A Common Stock underlying such Class B
Non-Voting Common Stock were initially offered, by the Company.

                    Footnote 5 of the selling stockholders table in Amendment No. 4 concerns the stockholder
American Funds Insurance Series — Growth Fund (the “Fund”). The Fund has advised the
Company that it has previously disclosed its beneficial ownership of securities, as a selling
security holder, without being required to identify natural persons who have voting and/or
dispositive authority over such securities. See Sterling Financial Corporation
Registration Statement on Form S-1 (File No. 333-169579), n.3 of selling shareholders table
(declared effective on Nov. 12, 2010). The Fund has noted that Capital Research and Management
Company, which serves as the investment adviser to the Fund through its division Capital World
Investors, is an investment adviser registered under the Investment Advisers Act of 1940, as
amended, and accordingly makes appropriate public filings with the Commission. In addition, the
Fund has indicated that disclosure concerning its voting and investment policies is publicly
available through filings made by it. Nevertheless, the Fund has agreed with the Company to revise
the disclosure in footnote 5, as reflected on page 138. Accordingly, the Fund has advised the
Company that it believes that footnote 5 adequately discloses the beneficial ownership of the
shares it holds.

                    The
Company has revised the disclosure on pages 138–139, 141,
and 143–150 to
reflect the Staff’s other comments.

    3.

    We note your reference to “Other Selling Stockholders” in your selling stockholder
table and your disclosure in footnote (92) thereto. Please clarify whether the number of
shares attributed to “Other Selling Stockholders” includes the shares of Class A common
stock underlying the Class B common stock and supplementally explain the basis for omitting
the identity of these selling stockholders at the time of effectiveness. If you are
relying on a staff interpretation, please identify the guidance by number and location.

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U.S. Securities and Exchange Commission

August 22, 2011

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               RESPONSE TO COMMENT 3

                    The Company has revised the disclosure on page 154 to reflect the Staff’s comment, and is
reducing the number of shares of Class A Common Stock included in Amendment No. 4 by an aggregate
of 4,041,407 shares to 61,810,867 shares. The Company has omitted the identity of the selling
stockholders with respect to an aggregate of 2,504,339 shares of Class A Common Stock that are
included in Amendment No. 4, including 1,829,339 shares of Class A Common Stock to be issued upon
the conversion of the Class B Non-Voting Common Stock, because questionnaires confirming the
identities and the intent of these stockholders either have not been, or cannot be, furnished to
the Company at this time. The Company respectfully submits that a registrant that is not eligible
to use Rule 430B(b) under the Act, such as the Company, “may omit from the prospectus in the resale
registration statement at the time of effectiveness the identities of, and amount of securities to
be sold by,” unknown selling stockholders. Securities Act Rules Compliance and Disclosure
Interpretation (“CDI”) Question 220.03. The Staff has advised that the registrant sh