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      January 3, 2025

      VIA EDGAR

      Blaise Rhodes and Rufus Decker

      Division of Corporation Finance

      Office of Trade & Services

      U.S. Securities and Exchange Commission

      100 F Street, NE

      Washington, DC 20549-4631

              Re:

              FTAI Aviation Ltd.

            Form 10-K for Fiscal Year Ended December 31, 2023

            Response dated November 27, 2024

            File No. 001-37386

      Dear Messrs. Rhodes and Decker,

      On behalf of FTAI Aviation Ltd. (the “Company” or “FTAI”), the undersigned submits this letter in response to a comment from the staff (the “Staff”) of the U.S. Securities and
        Exchange Commission (the “Commission”) received by letter, dated December 13, 2024 (the “Comment Letter”), relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “10-K”) and the Company's response
        letter dated November 27, 2024 (the “First Response Letter”). To facilitate your review, the undersigned has reproduced the text of the Staff’s comment in italics below, and the heading and comment number in this letter correspond to the heading
        and comment number in the Comment Letter. In addition, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the 10-K and the First Response Letter, as applicable.

      Form 10-K for Fiscal Year Ended December 31, 2023

      Consolidated Financial Statements of FTAI Aviation Ltd.

      Consolidated Balance Sheets, page 53

                  1.

                  We read your response to prior comment 2. Please show us how your presentation will be revised.

      Response

      In response to the Staff’s comment, the Company will update its Consolidated Balance Sheets to disclose total current assets and total current liabilities for all periods presented in the Consolidated Balance Sheets
        beginning with its Form 10-K filing for the year ended December 31, 2024. Below is the table previously included in the 10-K, updated to illustrate how the presentation will be revised in future filings.

              Messrs. Blaise Rhodes and Rufus Decker

              U.S. Securities and Exchange Commission

              January 3, 2025

              Page 2

      FTAI AVIATION LTD.

      CONSOLIDATED BALANCE SHEETS

      (Dollars in thousands, except share and per share data)

              December 31,

              Notes

              2024

              2023

              Assets

              Current assets

              Cash and cash equivalents

              2

              $

              $

              90,756

              Restricted cash

              2

              150

              Accounts receivable, net

              115,156

              Inventory, net

              2

              316,637

              Other current assets

              2

              148,735

              Total current assets

              671,434

              Leasing equipment, net

              5

              2,032,413

              Property, plant, and equipment, net

              45,175

              Investments

              6

              22,722

              Intangible assets, net

              7

              50,590

              Goodwill

              4.

              4,630

              Other non-current assets

              2

              137,721

              Total assets

              $

              $

              2,964,685

              Liabilities

              Current liabilities

              Accounts payable and accrued liabilities

              $

              $

              112,907

              Current maintenance deposits

              2

              39,455

              Current security deposits

              2

              17,735

              Other current liabilities

              11,746

              Total current liabilities

              181,843

              Long-term debt, net

              8

              2,517,343

              Non-current maintenance deposits

              2

              25,932

              Non-current security deposits

              2

              23,330

              Other non-current liabilities

              40,354

              Total liabilities

              $

              $

              2,788,802

              Commitments and contingencies

              15

              Equity

              Ordinary shares ($0.01 par value per share; 2,000,000,000 shares authorized; [x] and 100,245,905 shares issued and outstanding as of December 31, 2024 and 2023,
                respectively)

              $

              $

              1,002

              Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; [x] and 15,920,000 shares issued and outstanding as of December 31, 2024 and 2023,
                respectively)

              159

              Additional paid in capital

              255,973

              Accumulated deficit

              (81,785

              )

              Shareholders' equity

              175,349

              Non-controlling interest in equity of consolidated subsidiaries

              534

              Total equity

              $

              $

              175,883

              Total liabilities and equity

              $

              $

              2,964,685

              Messrs. Blaise Rhodes and Rufus Decker

              U.S. Securities and Exchange Commission

              January 3, 2025

              Page 3

      Consolidated Statements of Operations, page 54

            2.

              Please tell us in greater detail why no sales transactions of aircraft or engines after the third quarter of 2022 appear to have been accounted for under ASC 610-20, as discussed on page
                62. In doing so, focus your response on your sales of previously leased long-lived assets (classified as leasing equipment) that have not been turned into inventory. Explain in detail how these previously leased long-lived assets are an
                “output” of your ordinary activities, when they were classified as leasing equipment and not inventory at the time of sale. Also, explain why sales of long-lived assets would be in the scope of ASC 606, rather than ASC 610-20. Discuss
                aircraft and engines separately. Use in any examples the aircraft and engine that was in the worst condition when sold.

      Response

      The Company respectfully acknowledges the Staff’s comment. For purposes of responding to the different components of the comment, the Company has separated its response into two sections:

            a.

              Background of changes in the business

            b.

              Determination of ordinary activities and application of ASC 606

            (a)

              Background of changes in the business:

      On August 1, 2022, the Company completed the spin-off of FTAI Infrastructure Inc. (“FIP”) into an independent publicly traded company, marking a pivotal shift in the Company's business strategy.  Before the spin-off of
        FIP, the Company was organized into four reportable segments: (i) Aviation Leasing, (ii) Jefferson Terminal, (iii) Ports and Terminals, and (iv) Transtar. As disclosed in the Q3 2022 Form 10-Q, as a result of the spin-off of FIP, which included
        three of the four reportable segments, the Company re-evaluated its operating segments.  Management considered key factors related to the organization and alignment of internal operations and the nature of the products and services, and two
        reportable segments were identified: (i) Aviation Leasing and (ii) Aerospace Products. In conjunction with the spin-off resulting in the Company focusing on operating principally in the aviation business, the Company also evaluated its current and
        expected growth opportunities and determined that the sale of aircraft and engines in the Aviation Leasing segment was a component of the Company’s ordinary activities.

      Prior to Q3 2022, the sale of assets within the historical Aviation Leasing segment were not viewed as outputs of the Company’s ordinary activities as they were typically opportunistic based on market demand and specific
        requests from counterparties, and not viewed as sales to customers as defined in ASC 606. The transactions were accounted for under ASC 610-20 and the resulting gain or loss from sale was recognized within Other Income (Expense) in the Company’s
        Consolidated Statements of Operations for all periods through Q2 2022.

      As noted in the Staff’s comment, the focus of this response is on the sale of previously leased long-lived assets that have not been turned into inventory. Therefore, the response below focuses on sales within the
        Aviation Leasing segment. Asset sales within the Aviation Leasing segment are sales that relate to assets held in the leasing equipment balance sheet line item and are reflected in the Asset sales revenue line item with the corresponding cost as a
        component of Cost of sales.

              Messrs. Blaise Rhodes and Rufus Decker

              U.S. Securities and Exchange Commission

              January 3, 2025

              Page 4

            (b)

              Determination of ordinary activities and application of ASC 606

      In evaluating the sales of long-lived assets as outputs of the Company’s ordinary activities in the scope of ASC 606 rather than ASC 610-20, the Company considered the following guidance in ASC 606 and the Basis of
        Conclusion to ASC 2014-09, notably paragraphs BC52 and BC53.

      606-10-15-3 - An entity shall apply the guidance in this Topic to a contract (other than a contract listed in paragraph 606-10-15-2) only if
        the counterparty to the contract is a customer. A customer is a party that has contracted with an entity to obtain goods or services that are an output of the entity's ordinary activities in exchange for consideration.

      Definition of a Customer (Paragraph 606-10-15-3 and Master Glossary)

      BC52. The Boards decided to define the term customer to enable an entity to distinguish contracts that should be accounted for under Topic 606 (that is, contracts with customers)
        from contracts that should be accounted for under other guidance.

      BC53. The definition of customer in Topic 606 refers to an entity’s ordinary activities. Some respondents asked the Boards to clarify the meaning of ordinary activities; however, the
        Boards decided not to provide additional guidance because the notion of ordinary activities is derived from the definitions of revenue in the Boards’ respective conceptual frameworks. In particular, the IASB’s Conceptual Framework description of
        revenue refers specifically to the “ordinary activities of an entity” and the definition of revenue in FASB Concepts Statement 6 refers to the notion of an entity’s “ongoing major or central operations.” As noted in paragraph BC29, the Boards did
        not reconsider those definitions as part of the revenue recognition project.

      During Q3 2022, the Company shifted its strategic focus within the Aviation Leasing segment to prioritize both leasing opportunities as well as opportunities to sell assets that had originally been purchased to support
        the Company’s leasing business. A new Aviation business leadership team was appointed to support this initiative, and the Company built out a dedicated sales team under the new leadership’s direction to begin actively identifying and executing on a
        pipeline of sales opportunities to sell aircraft and engines that had previously been purchased to support the leasing business.  This change in structure drove a change in the ordinary activities of the Company, which, per the guidance above,
        changed the buyers to be viewed as customers.

      As part of the new leadership team’s strategy, the Company began evaluating different potential revenue generating activities for leasing equipment that is serviceable (e.g., an aircraft and engines with remaining
        greentime – time the engine has remaining to fly). Historically, management focused on re-leasing with the existing lessee or finding new opportunities to lease the aircraft and engines that were returned off lease from the lessee to the Company
        and did not proactively pursue opportunities to sell aircraft or engines that were on lease.  However, beginning in Q3 2022, especially in light of industry supply chain issues and an overall shortage in the availability of aviation assets, there
        was a shift towards evaluating both leasing and sales opportunities with customers tailored to customer-specific needs. Each aircraft and engine was, and continues to be, regularly evaluated by the Company to determine the best course of action to
        improve the Company’s key metrics. With a dedicated sales team of five professionals located domestically and internationally, a pipeline of opportunities has been consistently identified, tracked and reported to management on a weekly basis.  This
        pipeline included assets in all conditions including assets on lease, assets near the end of the current lease, assets off lease, or assets being put on lease in the near future to sell.  Given the dynamic nature of the Company’s operations in
        offering customers the ability to buy or lease assets, aircraft and serviceable engines are a component of Leasing equipment, net. It is common for customers to consider both alternatives based on their specific requirements as part of deal
        negotiations, which typically span 1-2 months.  Aircraft and engine assets were not specifically managed separately between assets for lease and assets for sale (which is changing as explained herein). In addition, it is common for sales to occur
        while an asset is on lease as the customer is interested in obtaining lease revenue for the remaining term on the assumed lease.

              Messrs. Blaise Rhodes and Rufus Decker

              U.S. Securities and Exchange Commission

              January 3, 2025

              Page 5

      As an example, to reflect the Company’s change in approach to asset sales, this recurring revenue stream was incorporated into the discussion of growth drivers, and the target EBITDA expected on sales of this nature was
        communicated to investors during the Q3 2022 earnings call. The CEO noted on this call that the Company expected to earn $100M in EBITDA in 2023 from these sales (or 17% of total target EBITDA), or approximately $25M per quarter. This quarterly
        target EBITDA continues to be communicated to investors to this day.

      The Company’s customer base continued to expand into leasing companies and operators as it identified new types of customers that were interested in owning assets as lessors. In addition, the Company’s customer base has
        expanded into financial buyers (e.g., financial institutions) who were interested in purchasing assets with long-term leases, generating consistent rental income, with a turn-key type offering involving ongoing services through a service newly
        offered to customers starting in Q3 2022 that was initiated by the new Aviation leadership team.  The Company’s new strategy is based on its unique position in the market where it also has the capabilities to provide engine maintenance services to
        these customers. This created an opportunity to sell on-lease aircraft while still providing engine maintenance services throughout the lease term, allowing the Company to also offer customers attractive engine maintenance service offerings. These
        post-sale service opportunities are a key factor that managemen