SecProbe.io

May 13, 2013
Via E -mail
Marguerite M. Elias
Senior Vice President and General Counsel
Gogo Inc.
1250 N. Arlington Heights Road, Suite 500
Itasca, IL 60143

Re: Gogo Inc.
Amendment No. 7  to Registration Statement on Form S -1
Filed April 16, 2013
  File No. 333 -178727

Dear Ms. Elias:

We have reviewed your amended registration statement and 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 by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not bel ieve 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.

Prospectus graphics

1. We note your inclusion of “Operations -Oriented Communications Services” in the
graphics on the inside and outside gatefolds to the prospectus.  Given the stage of
development of these services, provide your analysis of why it is appropriate to include
refer ences to operations -oriented communications services in your gatefold graphics,
notwithstanding your disclosure that they are coming soon.  In your analysis and through
revised disclosure in your prospectus, discuss your stage of development of these
servi ces, whether you have received any governmental approvals or certifications (if
needed), whether any airline or other aircraft operators have entered into an agreement
for such services, whether the necessary operational applications have been developed,
and when you believe that such services would be commercially available from you.  We
refer you to your risk factor “We may not be successful in our efforts to develop and

Marguerite M. Elias
Gogo Inc.
May 13, 2013
Page 2

 monetize new products and services that are currently in development, including our
operations -oriented communications services” on page 25.

Prospectus Summary, page 1

2. Please revise your disclosure to substantially shorten your prospectus summary and
eliminate repetitive disclosure.  Currently, your summary contains a lengthy and detailed
description of the company’s business, growth, market, advantages, business strategy,
organizational history and other matters.  In the summary, you are to carefully consider
and identify those aspects of the offering that are the most significant and deter mine how
to best highlight those points in clear, plain language. The summary should not include a
lengthy description of the company's business, business strategy and market. This
detailed information is better suited for the body of the prospectus.  If y ou want to
highlight key aspects of your business strategy, etc., consider listing these in a bullet -
point format, with one sentence per bullet point.

3. Please identify the specific “airline partners” you refer to in your disclosure throughout
the prospectu s when discussing specific provisions of the connectivity agreements,
including for example the provisions relating to termination fees and liquidated damages
clauses of the agreements, including also discussing those airline partners that have
agreed to u pgrades in ATG -4 and satellite equipment in their domestic and international
fleets.  For example, please identify the “airline partners” in the following areas of
disclosure:

 page 2: “One of our airline partners  has already agreed to install both our Ku -band
satellite and ATG -4 in-flight connectivity…”;
 page 17: “We have contracted with one of our existing North American airline
partners  to provide ATG -4 and Ku -band satellite equipment for installation on…more
than 200 new aircraft…”;
 page 17: “We have also contracted to provide Ku -band satellite equipment and our
Gogo service to the international fleet of one of our North American airline partners ,
which currently consists of 170 aircraft”;
 page 18: “ Another contract with one of our airline partners , from which we derive a
significant minority of our CA business revenue, permits our airline partner  to
terminate a portion or all of the contract after six years upon the payment of a
termination fee.”
 Page 18 : “For example, our contracts with our airline pa rtners  from which we derive
a significant majority of our CA business revenue require us to credit or pay our
airline partners liquidated damages on a per aircraft, per day basis if we are unable to
install our equipment on aircraft by specified timelines.   In addition, under contracts
with certain of our airline partners  for the provision of satellite -based connectivity

Marguerite M. Elias
Gogo Inc.
May 13, 2013
Page 3

 service, if we are unable to install prototype or other initial aircraft fleets with our
equipment by specified deadlines, we are required  to pay our airline partners
liquidated damages and/or cover a portion or all of the costs of installing alternative
equipment on such aircraft .”

Please note this is a non -exclusive list of examples.  Please revise your disclosure
appropriately.

4. Please disclose the percentage of both CA revenues and total revenues generated from
use of the Gogo service by passengers flying on Delta Air Lines and American Airlines.
In addition, a ddress the risks associated with American Airlines’ pending bankruptc y
proceedings.

5. In the carryover paragraph on pages 3 -4, please clarify that your $23.6 million net income
from 2011 was largely attributable to fair value derivative adjustments in the amount of
$58 million.  Also disclose the amount of your currently out standing debt.

Use of Proceeds, page 54

6. We note that you have substantially increased the amount of your outstanding debt.
Please disclose whether you will be using any of the net proceeds of the offering to repay
debt.

Principal and Selling Stockholde rs, page 169

7. Please revise your tabular disclosure to include a column providing the number of
common shares offered by each selling stockholder in this offering.

You may contact Christine Adams, Staff Accountant , at (202) 551 -3363 , or Terry French,
Acco untant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the
financial statements and related matters.  Please contact Reid Hooper , Attorney -Adviser, at (202)
551-3359,  or Kathleen Krebs, Special Counsel , at (202) 551 -3350 with an y other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
cc: Via E -mail
 Matthew E. Kaplan, Esq.

Marguerite M. Elias
Gogo Inc.
May 13, 2013
Page 4