SecProbe.io

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 May 30, 2025

Gregory Willis
Executive Vice President and Chief Financial Officer
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067

 Re: Air Lease Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-35121
Dear Gregory Willis:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 John-Paul Motley T:
 +1 213 561 3204 jpmotley@cooley.com
 VIA EDGAR May 28, 2025
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Trade & Services 100 F Street,
N.E. Washington, D.C. 20549 Attn: Suying Li, Rufus Decker

 Re:
 Air Lease Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-35121
 Ladies and Gentlemen: On behalf of our client, Air Lease
Corporation (the “ Company ”), we submit this letter in response to the verbal comments (the “ Verbal Comments ”) received in a telephone conversation between the Company and the staff (the
“ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) on May 15, 2025 regarding the Company’s response to Comments #1 and #2 in the Company’s letter dated May 7,
2025, responding to the letter dated April 30, 2025 from the Staff to the Company commenting on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with
the Commission on February 13, 2025. Set forth below is the Company’s response to the Verbal Comments. The Staff’s Verbal Comments are repeated in bold and are followed by the Company’s responses.
 Verbal Comments of the Staff communicated on May 15, 2025

 1.
 For the Company’s presentation of “Other assets” in its consolidated balance sheets, the
Staff will not object to the presentation if it is revised to disclose, as separate line items, the Company’s flight equipment held for sale and net investment in sales-type leases. Similarly, for the Company’s presentation of
“Security deposits and maintenance reserves on flight equipment leases” in its consolidated balance sheets, the Staff will not object to the presentation if it revised to disclose “Security deposits on flight equipment leases”
and “Maintenance reserves on flight equipment leases” as separate line items. Beginning with the
Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2025 and in future filings with the Commission, the Company will present flight equipment held for sale, net investment in
sales-type leases, security deposits on flight equipment leases and maintenance reserves on flight equipment leases as separate line items on its consolidated balance sheets. In addition, the Company will include footnote disclosure showing the
disaggregated components included in “Other assets” and “Accrued interest and other payables” in the Company’s consolidated balance sheets. Please refer to Appendix A for the proposed revised disclosures.

 2.
 For the Company’s presentation of “Revenues” in its consolidated statements of income and
other comprehensive income, the Staff will not object to the presentation if it is revised to (i) disaggregate, as separate line items, “Lease rentals” and “Maintenance rentals and other receipts” within the Company’s
“Rental of flight equipment” line item, and (ii) the caption is revised from “Revenues” to “Revenues and other income.”
 Cooley LLP 355 South Grand Avenue Suite 900 Los Angeles, CA 90071
 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com

 May 28,2025
 Page Two
 Beginning with the Company’s Quarterly Report on Form 10-Q for the
period ended June 30, 2025 and in future filings with the Commission, the Company will disaggregate “Rental of flight equipment” revenue into separate line items that disclose “Lease rentals” revenue and “Maintenance
rentals and other receipts” revenue on its consolidated statements of income and other comprehensive income. Please refer to Appendix A for the proposed revised disclosures.
 * * * Please do not hesitate to contact me at
(213) 561-3204 or via e-mail at jpmotley@cooley.com if you have any questions.

 Sincerely,
 /s/ John-Paul Motley John-Paul Motley
 Cooley LLP

 cc:
 John L. Plueger, Air Lease Corporation
 Gregory B. Willis, Air Lease Corporation
 Carol Forsyte, Air Lease Corporation
 Logan Tiari, Cooley LLP Cooley
LLP 355 South Grand Avenue Suite 900 Los Angeles, CA 90071 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com

 Appendix A
 Air Lease Corporation and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and par value amounts)

 June 30, 2025

 December 31, 2024

 (unaudited)

 Assets

 Cash and cash equivalents

 [
 *]

 [
 *]

 Restricted cash

 [
 *]

 [
 *]

 Flight equipment subject to operating leases

 [
 *]

 [
 *]

 Less accumulated depreciation

 [
 *]

 [
 *]

 [
 *]

 [
 *]

 Deposits on flight equipment purchases

 [
 *]

 [
 *]

 Flight equipment held for sale

 [
 *]

 [
 *]

 Net investment in sales-type leases

 [
 *]

 [
 *]

 Other assets

 [
 *]

 [
 *]

 Total assets

 [
 *]

 [
 *]

 Liabilities and Shareholders’ Equity

 [
 *]

 [
 *]

 Accrued interest and other payables

 [
 *]

 [
 *]

 Security deposits on flight equipment leases

 [
 *]

 [
 *]

 Maintenance reserves on flight equipment leases

 [
 *]

 [
 *]

 Debt financing, net of discounts and issuance costs

 [
 *]

 [
 *]

 Rentals received in advance

 [
 *]

 [
 *]

 Deferred tax liability

 [
 *]

 [
 *]

 Total liabilities

 [
 *]

 [
 *]

 Air Lease Corporation and Subsidiaries
 CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
 (In thousands, except share and per share amounts)

 Three Months Ended June 30,

 2025

 2024

 (unaudited)

 Revenues and other income

 Rental of flight equipment revenue

 Lease rentals

 [
 *]

 [
 *]

 Maintenance rentals and other receipts

 [
 *]

 [
 *]

 Total rental of flight equipment revenue

 [
 *]

 [
 *]

 Gain on aircraft sales and trading and other income

 [
 *]

 [
 *]

 Total revenues and other income

 [
 *]

 [
 *]

 Air Lease Corporation and Subsidiaries
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited) Note [*]. Other Assets
 Other assets consisted of the following as of June 30, 2025 and December 31, 2024:

 June 30, 2025

 December 31, 2024

 (in thousands)

 Lease incentives, net

 [
 *]

 [
 *]

 Straight-line rentals and prepaid expenses

 [
 *]

 [
 *]

 Lease receivables

 [
 *]

 [
 *]

 Buyer furnished equipment

 [
 *]

 [
 *]

 Investments in managed vehicles

 [
 *]

 [
 *]

 Capitalized interest

 [
 *]

 [
 *]

 Other assets

 [
 *]

 [
 *]

 [
 *]

 [
 *]
 Note [*]. Accrued Interest and Other Payables
 Accrued interest and other payables consisted of the following as of June 30, 2025 and December 31, 2024:

 June 30, 2025

 December 31, 2024

 (in thousands)

 Purchase deposits on aircraft sales

 [
 *]

 [
 *]

 Lessor contributions

 [
 *]

 [
 *]

 Accounts payable and accrued expenses

 [
 *]

 [
 *]

 Accrued interest

 [
 *]

 [
 *]

 Other liabilities

 [
 *]

 [
 *]

 [
 *]

 [
 *]

CORRESP
 1
 filename1.htm

 CORRESP

 John-Paul Motley

 VIA EDGAR

 T: +1 213 561 3204
 jpmotley@cooley.com

 May 7, 2025 U.S.
Securities and Exchange Commission Division of Corporation Finance
 Office of Trade & Services 100 F Street, N.E.
 Washington, D.C. 20549 Attn: Suying Li, Rufus Decker

 Re:
 Air Lease Corporation

  
 Form 10-K for Fiscal Year Ended December 31, 2024

  
 File No. 001-35121
 Ladies and Gentlemen: On behalf of our client, Air Lease
Corporation (the “ Company ”), we submit this letter in response to the comments received from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”)
by letter dated April 30, 2025 (the “ Comment Letter ”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the
Commission on February 13, 2025 (the “ Annual Report ”). Set forth below are the Company’s responses to the Comment
Letter. For the convenience of the Staff, the Staff’s comments are repeated below in bold and are followed by the Company’s responses. Page references in the text of this response letter correspond to the page numbers of the Annual Report.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Consolidated Financial Statements
 Consolidated Balance Sheets, page 66

 1.
 Please disclose total current assets and total current liabilities for all periods presented. Refer to Rules
 5-02.3, .8, .9 and .19 through .21 of Regulation S-X.
 Response: The Company purchases new commercial aircraft with a 25-year useful life and leases
these assets to airlines, typically on operating leases, with lease terms ranging from eight to 12 years. At the end of the lease, the Company will either renew the lease, re-lease the aircraft to a different
airline, or sell the aircraft to a third party. The Company operates in one line of business as described above and does not have any manufacturing, service or trading aspect to its business.
 ASC 210-10-45-1, 45-5 and Regulation S-X Rules 5-02.3, .8, .9 and .19 through .21 state that a classified balance sheet is typically required to present
total current assets and total current liabilities separately; however, it also allows for exceptions based on the entity’s industry and the nature of the entity’s operations. ASC 210-10-45-3 and 45-4 clarify that when an entity’s operating cycle exceeds one year, as is the case with the Company’s
long-term aircraft leasing arrangements, the length of that cycle may be used in place of the standard one-year period, and an unclassified presentation may be more relevant and appropriate for users. The
operating cycle of an aircraft
 Cooley LLP 355 South
Grand Avenue Suite 900 Los Angeles, CA 90071 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com

 May 7, 2025 Page Two

 leasing company exceeds one year, and it is not possible to define the cycle clearly as lease
lengths vary. Typically, the balance sheets of leasing companies and real estate companies do not distinguish between current and noncurrent assets and liabilities. Since the Company’s main operations are related to the leasing of aircraft,
presenting a classified balance sheet may not provide the most meaningful information to users of its financial statements. An unclassified balance sheet presentation is not uncommon to companies in this industry given the long-term nature of
leasing operations. In addition, the Company has no working capital requirements or covenants that require the tracking of a classified balance sheet. The Company provides all required disclosures under Rules
 5-02.3, 5-02.8, 5-02.9, and 5-02.19 through
 5-02.21 in its financial statement footnotes, including the nature, composition, and timing of realization or settlement of key balance sheet items.
 Based on the discussion above, the Company believes that its current presentation is acceptable under ASC 210-10-45-1, 45-5 and related guidance in ASC 210-10-45-3 and 45-4, and Rules 5-02.3, .8, .9 through 5-02.21 of Regulation S-X, and is consistent with industry practices while providing decision-making and economically relevant information to the Company’s investors, analysts, and users of its financial statements.
 Consolidated Statements of Operations and Other Comprehensive Income/(Loss), page 67

 2.
 Please include non-operating line items (e.g., interest expense and
amortization of debt discounts and issuance costs) below your operating expense line items in your statements of operations. Refer to Rules 5-03.7 through .9 of Regulation
 S-X. Response: ASC 220-10 and
Rules 5-03.7 through 5-03.9 of Regulation S-X provide general guidance for the presentation of the statement of operations but do
not prescribe a specific format or require classification of interest expense as non-operating in all cases. ASC 220-10 permits flexibility in presentation based on the
nature of the entity’s operations, and Rule 5-03 applies specific sequencing only when a subtotal such as “Operating Income” is presented. Since the Company uses a single-step income statement
that does not include such a subtotal, the requirements to separate operating and non-operating items are not applicable. The Company operates a capital-intensive aircraft leasing business in which debt
financing is fundamental to acquiring revenue-generating assets. Interest expense and related amortization are recurring and integral to the Company’s cost structure. Presenting these items within operating expenses better reflects the nature
of the Company’s business and the direct linkage between financing and revenue generation. This presentation is consistent with financial reporting practices of other entities in similar industries where financing activities are core to
operations. The Company provides full transparency of interest expense and related amortization on the face of the financial statements
and in the accompanying notes. The disclosures include total amounts, components, and relevant debt terms, consistent with the requirements under U.S. GAAP and Regulation S-X.
 Based on the discussion above, the Company believes that its current presentation is acceptable under ASC
 220-10 and Regulation S-X Rules 5-03.7 through 5-03.9 and provides a meaningful and
representative view of the Company’s operating results in the context of its business model.
 Cooley LLP 355 South
Grand Avenue Suite 900 Los Angeles, CA 90071 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com

 May 7, 2025 Page Three

 3.
 Please remove dividends declared per share of common stock from your statements of operations. Refer to ASC 505-10-S99-1, ASC
 260-10-45-5 and SEC Release No. 33-10532.
 Response: Beginning with the Company’s Form 10-Q for the quarter ended March 31, 2025,
the Company removed dividends declared per share of common stock from its statements of operations and will continue to do so in future filings with the Commission. This information will instead be presented in the consolidated statements of
shareholders’ equity and/or disclosed in the notes to the consolidated financial statements, consistent with the guidance in ASC
 505-10-S99-1, ASC
 260-10-45-5, and SEC Release No. 33-10532.
 * * * Please do not hesitate to contact me at
(213) 561-3204 or via e-mail at jpmotley@cooley.com if you have any questions.
 Sincerely, /s/ John-Paul Motley
 John-Paul Motley Cooley LLP 

 cc:
 John L. Plueger, Air Lease Corporation
 Gregory B. Willis, Air Lease Corporation
 Carol Forsyte, Air Lease Corporation
 Logan Tiari, Cooley LLP
 Cooley LLP 355 South
Grand Avenue Suite 900 Los Angeles, CA 90071 t: +1 213 561 3250 f: +1 213 561 3244 cooley.com

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<TEXT>
 April 30, 2025

Gregory Willis
Executive Vice President and Chief Financial Officer
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067

 Re: Air Lease Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-35121
Dear Gregory Willis:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Consolidated Financial Statements
Consolidated Balance Sheets, page 66

1. Please disclose total current assets and total current liabilities for
all periods
 presented. Refer to Rules 5-02.3, .8, .9 and .19 through .21 of
Regulation S-X.
Consolidated Statements of Operations and Other Comprehensive Income/(Loss),
page 67

2. Please include non-operating line items (e.g., interest expense and
amortization of
 debt discounts and issuance costs) below your operating expense line
items in your
 statements of operations. Refer to Rules 5-03.7 through .9 of Regulation
S-X.
3. Please remove dividends declared per share of common stock from your
statements of
 operations. Refer to ASC 505-10-S99-1, ASC 260-10-45-5 and SEC Release
No. 33-
 10532.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 April 30, 2025
Page 2

 Please contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769
if you
have any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
May 14, 2024
John L. Plueger
Chief Executive Officer
AIR LEASE CORP
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
Re:AIR LEASE CORP
Registration Statement on Form S-3
Filed May 6, 2024
File No. 333-279152
Dear John L. Plueger:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, CA 90067

 VIA EDGAR

 May 14, 2024

 Division of Corporation Finance

Office of Trade & Services

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

RE:
 Air Lease Corporation

 
 Registration Statement on Form S-3

 
 File No. 333-279152

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Air Lease Corporation (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement on Form S-3 (File No. 333-279152) to become effective on Thursday, May 16, 2024, at 4:30 p.m., Eastern Time, or as soon
thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of John-Paul Motley and Logan Tiari of Cooley LLP, outside counsel to
the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm
that event with John-Paul Motley of Cooley LLP, outside counsel to the Registrant, at (213) 561-3204, or in his absence, Logan Tiari, at (213) 561-3207.

[remainder of page intentionally left blank]

Very truly yours,

Air Lease Corporation

By:

 /s/ Gregory B. Willis

Name:

Gregory B. Willis

Title:

Executive Vice President and

Chief Financial Officer

cc:
 Gregory B. Willis, Air Lease Corporation

Carol Forsyte, Air Lease Corporation

John-Paul Motley, Cooley LLP

Logan Tiari, Cooley LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 -4631

DIVISION OF
CORPORATION FINANCE
 Mail Stop 4631

August 9 , 2016

Via E -mail
Mr. Gregory B. Willis
Chief Financial Officer
Air Lease Corp
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA  90067

 Re: Air Lease Corp
  Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 25, 2016
  File No.  1-35121

Dear Mr.  Willis :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief
Office of Manufacturing and
Construction

CORRESP
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filename1.htm

BEIJING

BRUSSELS

CENTURY CITY

HONG KONG

LONDON

NEWPORT BEACH

NEW YORK

400 South Hope Street
   Los Angeles, California  90071-2899

TELEPHONE  (213)   430-6000

FACSIMILE  (213)   430-6407

www.omm.com

SAN FRANCISCO

SEOUL

SHANGHAI

SILICON VALLEY

SINGAPORE

TOKYO

WASHINGTON, D.C

August 3, 2016

VIA EDGAR AND FEDERAL EXPRESS

W. John Cash

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-3628

Re:

Air Lease Corporation
   Form 10-K for Fiscal Year Ended December 31, 2015
   Filed February 25, 2016
   Comment Letter Dated June 7, 2016
   Response Letter Dated July 8, 2016
   Comment Letter Dated July 29, 2016
   File No. 1-35121

Dear Mr. Cash:

On behalf of Air Lease Corporation, a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) set forth in your letter dated July 29, 2016 (the “Comment Letter”), regarding the above referenced Form 10-K (the “Form 10-K”).

For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment.

Division of Corporation Finance

Securities and Exchange Commission

August 3, 2016

Form 10-K

Business

Aircraft Acquisition Strategy, page 7

1.            We note your response to our prior comment number one. Based on the proposed disclosure enhancements you provided in your response, it appears you have determined how you intend to record maintenance right assets when a related lease ends. We note you will disclose “the amortization of the net maintenance right asset included in depreciation expense.” Please explain to us your full prospective accounting policy for maintenance right assets/liabilities that arise as a result of acquisition accounting under ASC 805, including your end-of-lease accounting for these assets and liabilities. Please be advised, it does not appear to us that it would be appropriate to combine maintenance rights with the value of your rental fleet and amortize them over the remaining useful life of your aircraft.

Response:

The Company’s contemplated accounting policy for maintenance right assets/liabilities which the Company intends to adopt with respect to its financial statements for its year ended December 31, 2016 and disclose in its Annual Report on Form 10-K for the year ended December 31, 2016 is as follows:

MAINTENANCE RIGHTS

The Company identifies, measures and accounts for maintenance right assets and liabilities associated with its acquisitions of aircraft with in-place leases. A maintenance right asset represents the fair value of the Company’s contractual right under a lease to receive an aircraft in an improved maintenance condition as compared to the maintenance condition on the acquisition date. A maintenance right liability represents the Company’s obligation to pay the lessee for the difference between the lease end contractual maintenance condition of the aircraft and the actual maintenance condition of the aircraft on the acquisition date.

The Company’s aircraft are typically subject to triple-net leases pursuant to which the lessee is responsible for maintenance, which is accomplished through one of two types of provisions in its leases: (i) end of lease return conditions (“EOL Leases”) or (ii) periodic maintenance payments (“MR Leases”).

EOL Leases

Under EOL Leases, the lessee is obligated to comply with certain return conditions which require the lessee to perform lease end maintenance work or make cash compensation payments at the end of the lease to bring the aircraft into a specified maintenance condition.

Division of Corporation Finance

Securities and Exchange Commission

August 3, 2016

Maintenance right assets in EOL Leases represent the difference in value between the contractual right to receive an aircraft in an improved maintenance condition as compared to the maintenance condition on the acquisition date. Maintenance right liabilities exist in EOL Leases if, on the acquisition date, the maintenance condition of the aircraft is greater than the contractual return condition in the lease and the Company is required to pay the lessee in cash for the improved maintenance condition. Maintenance right assets, net will be recorded as a component of flight equipment subject to operating leases on the Company’s balance sheet.

When the Company has recorded maintenance right assets with respect to EOL Leases, the following accounting scenarios exist: (i) the aircraft is returned at lease expiry in the contractually specified maintenance condition without any cash payment to the Company by the lessee, the maintenance right asset is relieved and an aircraft improvement is recorded to the extent the improvement is substantiated and deemed to meet the Company’s capitalization policy; (ii) the lessee pays the Company cash compensation at lease expiry in excess of the value of the maintenance right asset, the maintenance right asset is relieved and any excess is recognized as end of lease income; or (iii) the lessee pays the Company cash compensation at lease expiry that is less than the value of the maintenance right asset, the cash is applied to the maintenance right asset and the balance of such asset is relieved and recorded as an aircraft improvement to the extent the improvement is substantiated and meets the Company’s capitalization policy. Any aircraft improvement will be depreciated over a period to the next scheduled maintenance event in accordance with the Company’s policy with respect to major maintenance and included in depreciation of flight equipment on the Company’s income statement.

When the Company has recorded maintenance right liabilities with respect to EOL Leases, the following accounting scenarios exist: (i) the aircraft is returned at lease expiry in the contractually specified maintenance condition without any cash payment by the Company to the lessee, the maintenance right liability is relieved and end of lease income is recognized; (ii) the Company pays the lessee cash compensation at lease expiry of less than the value of the maintenance right liability, the maintenance right liability is relieved and any difference is recognized as end of lease income; or (iii) the Company pays the lessee cash compensation at lease expiry in excess of the value of the maintenance right liability, the maintenance right liability is relieved and the excess amount is recorded as an aircraft improvement.

MR Leases

Under MR Leases, the lessee is required to make periodic payments to the Company for maintenance based upon usage of the aircraft. When qualified major maintenance is performed during the lease term, the Company is required to reimburse the lessee for the costs associated with such maintenance. At the end of lease, the Company is entitled to retain any cash receipts in excess of the required reimbursements to the lessee.

Maintenance right assets in MR Leases represent the right to receive an aircraft in an improved condition relative to the actual condition on the acquisition date. The aircraft is improved by the performance of qualified major maintenance paid for by the lessee who is reimbursed by the Company from the periodic maintenance payments that it receives. Maintenance right assets, net will be recorded as a component of flight equipment subject to operating leases on the Company’s balance sheet.

Division of Corporation Finance

Securities and Exchange Commission

August 3, 2016

When the Company has recorded maintenance right assets with respect to MR Leases, the following accounting scenarios exist: (i) the aircraft is returned at lease expiry and no qualified major maintenance has been performed by the lessee since the acquisition date, the maintenance right asset is offset by the amount of the associated maintenance payment liability and any excess is recorded as end of lease income; or (ii) the Company has reimbursed the lessee for the performance of qualified major maintenance, the maintenance right asset is relieved and an aircraft improvement is recorded.

There are no maintenance right liabilities for MR Leases.

When flight equipment is sold, maintenance rights are released from the balance sheet as part of the disposition gain or loss.

The Company respectfully advises the Staff that maintenance right assets/liabilities and the related depreciation of the ultimate aircraft improvements do not represent a material balance on its balance sheet or income statement, which would warrant a separate line item disclosure. However, the Company plans on disclosing the related maintenance right asset and liability activity in the footnotes to the financial statements. The Company will continue to monitor the relative significance of maintenance right asset and liability balances for individual line-item disclosures.

2.            With regard to your accounting for maintenance right assets at the end of the lease term, please tell us, and disclose in future filings, your accounting policy for planned major maintenance.

Response:

The Company acknowledges the Staff’s comment and, in its Annual Report on Form 10-K for the year ended December 31, 2016 and future filings, the Company will include its accounting policy for planned major maintenance as follows:

Major aircraft improvements and modifications incurred during an off-lease period are capitalized and depreciated over the remaining life of the flight equipment. In addition, costs paid by the Company for scheduled maintenance and overhauls are capitalized and depreciated over a period to the next scheduled maintenance or overhaul event. Miscellaneous repairs are expensed when incurred.

Division of Corporation Finance

Securities and Exchange Commission

August 3, 2016

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Year Ended December 31, 2015, page 49

3.            We note your response to our prior comment number two. Please revise the titles of Non-GAAP financial measures you present to more clearly convey what they represent, such as “adjusted net income before income taxes” and “adjusted diluted earnings per share before income taxes” or other similar titles.

Response:

The Company acknowledges the Staff’s comment and the Company will revise the titles of the Non-GAAP financial measures that it presents in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 and future filings to more clearly convey what such measures represent.

Critical Accounting Policies

Lease Revenue, page 88

4.            We note your response to our prior comment number three. Please expand your accounting policy disclosures in future filings to provide the policy information discussed in your response.

Response:

The Company acknowledges the Staff’s comment and, in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 and future filings, the Company will expand its disclosure to provide the policy information discussed in the Company’s prior response to the Staff.

We request the Staff contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any questions or comments regarding this letter.

Sincerely,

/s/   John-Paul Motley

John-Paul   Motley

of   O’Melveny & Myers LLP

cc:        Gregory B. Willis, Air Lease Corporation

Carol C. Forsyte, Air Lease Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 -4631

DIVISION OF
CORPORATION FINANCE
 Mail Stop 4631

July 29 , 2016

Via E -mail
Mr. Gregory B. Willis
Chief Financial Officer
Air Lease Corp
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA  90067

 Re: Air Lease Corp
  Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 25, 2016
Response Letter Dated July 8, 2016
  File No.  1-35121

Dear Mr.  Willis :

We have reviewed your response  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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provid e in
response to these  comments, we may have  additional comments.

Business

Aircraft Acquisition Strategy, page 7

1. We note your response t o our prior comment number one.   Based on the proposed
disclosure enhancements you provided in your response, it appears you have determined
how you intend to record maintenance right assets when a related lease ends.  We note
you w ill disclose “the amortization of the net maintenance right asset included in
depreciation expense .”  Please explain to us your full prospective accounting policy for
maintenance right assets/liabilities that arise as a result of acquisition accounting und er
ASC 805, including your end -of-lease accounting for  these assets and liabilities.  Please

Mr. Gregory B. Willis
Air Lease Corp.
July 29 , 2016
Page 2

 be advised, it does not appear to us that it would be appropriate to combine maintenance
rights with the value of your rental fleet and amortize them over the rem aining useful life
of your aircraft.

2. With regard to your accounting for maintenance right assets at the end of the lease term,
please tell us, and disclose in future filings, your accounting policy f or planned major
mainten ance.

Management’s Discus sion and Analysis of Financial Condition and Results of Operations
Results of Operations
Year Ended December 31, 2015, page 49

3. We note your response t o our prior comment number two.   Please revise the titles of
Non-GAAP financial measures you present to more clearly convey what they represent,
such as “adjusted net income before income taxes” and “adjusted diluted earnings per
share before income taxes” or other similar titles.

Critical Accounting Policies
Lease Revenue, page 54

4. We note your response to  our prior comment number three.  Please expand your
accounting policy disclosures in future filings to provide the policy information discussed
in your response.

You may contact Staff Accountants, Kevin Stertzel  at (202) 551 -3723 , or Anne
McConnell, at  (202) 551 -3709  if you have questions regarding comments on the financial
statements and related ma tters.  Please contact me at (202) 551 -3768  with any other questions.

Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

BEIJING

BRUSSELS

CENTURY CITY

HONG KONG

LONDON

NEWPORT BEACH

NEW YORK

400 South Hope Street

Los Angeles, California 90071-2899

TELEPHONE  (213) 430-6000

FACSIMILE  (213) 430-6407

www.omm.com

SAN FRANCISCO

SEOUL

SHANGHAI

SILICON VALLEY

SINGAPORE

TOKYO

WASHINGTON, D.C

July 8, 2016

VIA EDGAR AND FEDERAL EXPRESS

W. John Cash

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-3628

Re:

Air Lease Corporation

Form 10-K for Fiscal Year Ended   December 31, 2015

Filed February 25, 2016

File No. 1-35121

Dear Mr. Cash:

On behalf of Air Lease Corporation, a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) set forth in your letter dated June 7, 2016 (the “Comment Letter”), regarding the above referenced Form 10-K (the “Form 10-K”).

For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment.

Division of Corporation Finance

Securities and Exchange   Commission

July 8, 2016

Form 10-K

Business

Aircraft Acquisition Strategy, page 7

1.            We note your disclosure that you look to supplement your order pipeline with opportunistic purchases of aircraft in the secondary market. Please address the following:

§                 Tell us and disclose the amount of used aircraft you acquired during each period presented.

§                 Tell us whether any aircraft you acquired in the secondary market were on-lease at the time of acquisition and, if so, tell us and disclose the number of such aircraft.

§                 To the extent you acquire used aircraft with leases in-place, tell us and disclose your accounting policy for acquired maintenance rights assets/liabilities, both at the date of acquisition and post-acquisition.

Response:

The Company acquires aircraft through three acquisition channels, which include (i) directly from Original Equipment Manufacturers (OEMs), (ii) from an airline through a sale-and-leaseback transaction, and (iii) from other owners of aircraft. Aircraft acquired through the first two channels are not subject to an existing lease and represent a vast majority of all of the Company’s aircraft purchases.  Aircraft acquired from other owners of aircraft are typically subject to an existing lease. The table below summarizes the amount and quantity of used aircraft purchased during the periods presented. The table also identifies the amount and quantity of used aircraft purchased that were subject to an existing lease.

($ amounts in 000’s)

2015

2014

2013

Purchase   amount of used aircraft acquired

$

178,036

$

-

$

209,214

Number   of used aircraft acquired

8

-

6

Purchase   amount of used aircraft acquired subject to an existing lease

$

-

$

-

$

151,826

Number   of used aircraft acquired subject to an existing lease

-

-

3

Purchase   amount of new aircraft

$

 2,827,745

$

 2,240,037

$

 1,481,508

Number   of new aircraft acquired

43

36

34

Total   aircraft purchases

$

 3,005,781

$

 2,240,037

$

 1,690,722

Net   book value of flight equipment subject to operating lease

$

 10,813,475

$

 8,953,804

$

 7,613,135

Number   of aircraft in fleet

240

213

193

2

Division of Corporation Finance

Securities and Exchange   Commission

July 8, 2016

When the Company has purchased an aircraft with an in-place lease, the Company has not had an accounting policy that addresses acquired maintenance rights assets/liabilities. The Company understands that a maintenance right asset represents the fair value of the contractual right under the related lease agreement to receive an aircraft in an improved condition as compared to its condition as of the date of acquisition. A maintenance right liability represents a future obligation of the Company to make a payment to the lessee for the improved aircraft condition as of the date of acquisition as compared to the contractual right under the related lease agreement as of the date of acquisition. The Company has evaluated the impact of recording maintenance rights assets/liabilities on its portfolio of aircraft subject to operating lease.  At December 31, 2015, had the Company separately recognized maintenance right assets/liabilities, the Company believes the maintenance right asset would have been immaterial (less than 1% of consolidated assets).  In addition, the Company believes the cumulative pre-tax adjustment to depreciation expense through December 31, 2015 would have been immaterial (less than 0.5% of the Company’s 2015 income before taxes). Furthermore, the Company anticipates that the cumulative pre-tax adjustment would remain immaterial for the foreseeable future.

In the Company’s 10-K for the year ending December 31, 2016, the Company will (i) separately disclose the amount and number of used aircraft purchased along with the amount and number of used aircraft purchased with existing leases, and (ii) adopt an accounting policy addressing maintenance rights assets/liabilities. This will allow the Company sufficient time to modify its accounting systems and control environment to properly track and account for maintenance rights assets/liabilities. Due to the relative insignificance of the related balances, the Company will separately disclose in the footnotes to the financial statements, (i) the net maintenance right asset included as a component of flight equipment on the balance sheet, and (ii) the amortization of the net maintenance right asset included in depreciation expense on the income statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Year Ended December 31, 2015, page 49

2.            We note here and elsewhere in your exchange act filings, you present Non-GAAP financial measures that you identify as “Adjusted net income”, “Adjusted diluted earnings per share”, and “Adjusted net margin” that add-back income tax expense in their determinations. Please explain to us why you add-back income tax expense in your calculations of these Non-GAAP financial measures, including what information you are trying to convey to investors and why you believe these measures are useful.

Response:

As noted in the Company’s disclosure in its Form 10-K and other filings, the Company believes “Adjusted net income,” “Adjusted diluted earnings per share,” and “Adjusted margin” (collectively, the “Non-GAAP Measures”) provide alternative measures in evaluating the operating performance of the Company’s ongoing operations. Specifically, the Company adds back provision for income taxes in its calculation of the Non-GAAP Measures because the Company believes it provides a more meaningful analysis to investors of operating, market and industry trends by excluding the full impact of income tax expenses, which expense can change from period-to-period for reasons irrespective of operating, market or industry trends.  Also, management uses the Non-GAAP Measures in its review of the Company’s financial performance and believes these measures are helpful for the same reasons, i.e. because removing the impact of income tax expenses allows management to better evaluate the operating performance of the Company and trends in the Company’s performance without the sometimes inconsistent timing of income tax expense relative to operating results.

3

Division of Corporation Finance

Securities and Exchange   Commission

July 8, 2016

Further, the Company believes it is common for companies to present non-GAAP financial measures that add back income tax expense as performance measures, such as EBITDA and Adjusted EBITDA, for similar reasons that the Company adds back income tax expense to calculate its Non-GAAP Measures. The Company’s formulation of adjusted net income is substantially similar to the commonly accepted formulation of EBITDA, except the Company does not add back interest expense and depreciation of aircraft because it believes these expense items can reflect trends in the Company’s ongoing operating performance unique to an aircraft leasing company with significant debt obligations. As such, the Company believes that adding back income tax expense to calculate its Non-GAAP Measures provides investors with a meaningful view of the Company’s performance from ongoing operations.

Critical Accounting Policies

Lease Revenue, page 88

We note your accounting policy disclosure regarding the recognition of maintenance reserves revenue, whereby you recognize revenue when you determine that a “Qualifying Event” will occur outside the non-cancellable lease term. Please tell us how your accounting policy for maintenance reserves revenue recognition contemplates and addresses extensions to existing lease agreements with aircraft lessees.

Response:

The Company accounts for a change in the minimum non-cancellable lease term determined at the lease inception of a lease, as a new lease under ASC Topic 840. Lease extension options are typically not included in the originally determined minimum non-cancellable lease term, as it is not reasonably assured that the lessee will exercise the extension option. Accordingly, consideration provided to a lessee in connection with the origination of a new lease is accounted for as a lease incentive.  As a matter of policy, the Company capitalizes and amortizes lease incentives over the minimum non-cancellable term of a new lease.

In the scenario whereby a lease that contains maintenance reserve provisions is extended, the Company conducts an analysis to determine if any maintenance reserve payments have previously been recorded as maintenance revenue under the initial lease. The Company then considers the new lease term to determine if the Company is able to maintain its assertion of virtual certainty surrounding the ultimate reimbursement of the maintenance reserves collected under the initial lease, which have been recorded as revenue. Any maintenance reserves that no longer meet the virtual certainty criteria as a function of the new lease term are deemed to be consideration provided by the lessor to the lessee, and are accounted for as lease incentives, which are then capitalized and amortized over the new minimum non-cancellable lease term.

4

Division of Corporation Finance

Securities and Exchange   Commission

July 8, 2016

During the period from 2013 through 2015, the Company recorded lease incentives on three leases amounting to $2.9 million relating to maintenance reserve balances on extended leases. The Company is currently amortizing this balance over the new minimum lease term.

Attached as Exhibit A to this letter is a letter from the Company that contains certain acknowledgements by the Company in connection with this letter.

We request the Staff contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any questions or comments regarding this letter.

Sincerely,

/s/   John-Paul Motley

John-Paul   Motley

of   O’Melveny & Myers LLP

cc:

Gregory   B. Willis, Air Lease Corporation

Carol   C. Forsyte, Air Lease Corporation

5

Exhibit A

Air Lease Corporation
 2000 Avenue of the Stars, Suite 1000N
 Los Angeles, CA 90067

June 8, 2016

VIA EDGAR AND FEDERAL EXPRESS

W. John Cash

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-3628

Re:

Air Lease Corporation

Form 10-K for Fiscal Year Ended   December 31, 2015

Filed February 25, 2016

File No. 1-35121

Dear Mr. Cash:

This letter is submitted by Air Lease Corporation, a Delaware corporation (the “Company”), in connection with the letter submitted today on behalf of the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter delivered on June 7, 2016, regarding the above referenced Form 10-K. In connection therewith, the Company hereby acknowledges that:

§                 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

§                 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

§                 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at 310-553-0555 or gwillis@airleasecorp.com with any questions or comments.

Sincerely,

/s/   Gregory B. Willis

Gregory   B. Willis

Chief   Financial Officer

Air   Lease Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631
DIVISION OF
CORPORATION FINANCE
Mail Stop 4631
-XQH 7, 2016
Via E-mail
Mr. Gregory B. Willis
Chief Financial Officer Air Lease Corp 2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA  90067
Re: Air Lease Corp
Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 25, 2016 File No. 1-35121
Dear Mr. Willis:
We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advisi ng us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Business
Aircraft Acquisition Strategy, page 7
1. We note your disclosure that you look to supplement your order pipeline with
opportunistic purchases of aircraft in the sec ondary market.  Please address the following:
xTell us and disclose the amount of used aircraft you acquired during each period
presented.
xTell us whether any aircraft you acquired in the secondary market were on-lease
at the time of acquisition and, if so, tell us and disclose the number of such
aircraft.

Mr. Gregory B. Willis
Air Lease Corp.-XQH 7, 2016
Page 2
xTo the extent you acquire used aircraft with leases in-place, tell us and disclose
your accounting policy for acquired maintenance rights assets/liabilities, both at
the date of acquisition and post-acquisition.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Year Ended December 31, 2015, page 49
2. We note here and elsewhere in your exchange act filings, you present Non-GAAP
financial measures that you identify as “Adjusted net income” ,“Adjus ted diluted
earnings per share”, and “Adjusted net margin” that add -back income tax expense in their
determinations.  Please explain to us why you add-back income tax expense in yourcalculations of these Non-GAAP financial meas ures, including what information you are
trying to convey to investors and why you believe these measures are useful.
Critical Accounting Policies
Lease Revenue, page 54
3. We note your accounting policy disclosure regarding the recognition of maintenance
reserves revenue, whereby you recognize revenue when you determine that a “Qualifying
Event” will occur outside the non -cancellable lease term.  Please tell us how your
accounting policy for maintenance reserves revenue recognition contemplates and
addresses extensions to existing lease agreements with aircraft lessees.
Closing Comments
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company
acknowledging that:
xthe company is responsible for the adequacy and accuracy of the disclosure in the
filing;
xstaff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Gregory B. Willis
Air Lease Corp.-XQH 7, 2016
Page 3
xthe company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
You may contact Staff Accountants, Kevi n Stertzel at (202) 551-3723, or Anne
McConnell, at (202) 551-3709 if you have questions regarding comments on the financial statements and related matters.  Please contact  me at (202) 551-3768 with any other questions.
Sincerely,
/s/ W. John Cash
W. John Cash
Branch Chief
Office of Manufacturing and
Construction

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 -4631

DIVISION OF
CORPORATION FINANCE
 May 5 , 2015

Via E -mail
Mr. Gregory B. Willis
Chief Financial Officer
Air Lease Corp.
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA  90067

 Re: Air Lease Corp.
  Form 10-K for Fiscal Year Ended December 31, 2014
Filed February 26, 2015
  File No.  1-35121

Dear Mr.  Willis :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief

CORRESP
1
filename1.htm

BEIJING

BRUSSELS

CENTURY CITY

HONG KONG

LONDON

NEWPORT BEACH

NEW YORK

400 South Hope Street

Los Angeles, California 90071-2899

TELEPHONE  (213) 430-6000

FACSIMILE  (213) 430-6407

www.omm.com

SAN FRANCISCO

SEOUL

SHANGHAI

SILICON VALLEY

SINGAPORE

TOKYO

WASHINGTON, D.C

April 17, 2015

VIA EDGAR AND FEDERAL EXPRESS

FOIA Confidential Treatment Request

Confidential   Treatment Request Pursuant to

17   C.F.R. § 200.83 and the Freedom of

Information   Act

W. John Cash

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-3628

Re:

Air   Lease Corp.

Form 10-K   for Fiscal Year Ended December 31, 2014

Filed   February 26, 2015

File   No. 1-35121

Dear Mr. Cash:

On behalf of Air Lease Corp., a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) set forth in your letter dated April 3, 2015 (the “Comment Letter”), regarding the above referenced Form 10-K (the “Form 10-K”).

For the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraph in the Comment Letter and is restated in italics prior to the response to such comment.

Division of Corporation Finance

Securities and Exchange   Commission

April 17, 2015

ALC CTR 001

CONFIDENTIAL   TREATMENT REQUESTED
   BY AIR LEASE CORP.

Form 10-K

General

1.            You indicate on page 80 of the 10-K that Alitalia contributed 11% of your rental flight equipment revenue in 2012. Alitalia offers on its website flights serving Sudan. You state, on page 4 of the 10-K, that you provide aircraft to airline customers in markets including Latin America and the Middle East, regions that include Cuba and Syria.

Cuba, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, Sudan and Syria, if any, since your letter to us dated March 11, 2011, whether through subsidiaries, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, information or technology you have provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Response:

The Company respectfully advises the Staff that it has had no direct contact with Cuba, Sudan and Syria, the governments of Cuba, Sudan and Syria, or entities controlled by these governments regarding any commercial agreements, arrangements, services or products since the Company’s letter to the Staff dated March 11, 2011, nor does the Company anticipate having any such contact while current U.S. economic sanctions and export controls remain in place.

As noted in the Company’s letter to the Staff dated March 11, 2011 and the Company’s response to comment 2 below, the Company’s form aircraft lease agreement prohibits the use or operation of aircraft in violation of any law applicable to the parties to the lease agreement. The agreement further prohibits the lessee from causing aircraft to be flown or transported to any country to which the export and/or use of the aircraft is not permitted under the laws applicable to the parties to the lease agreement including, the various regulations administered from time to time by the Office of Foreign Assets Control of the U.S. Treasury Department.

Since March 11, 2011, the Company believes that indirect contacts with the referenced countries would be limited to operation by an airline of aircraft leased from the Company or its affiliates on routes to or from such countries in accordance with the lease, and the laws applicable to the parties to the lease agreement.

Division of Corporation Finance

Securities and Exchange   Commission

April 17, 2015

ALC CTR 001

CONFIDENTIAL   TREATMENT REQUESTED
   BY AIR LEASE CORP.

2.            Please tell us whether your agreements with Alitalia and other customers, entered into since your March 2011 letter, prohibit the use of aircraft leased from you on routes serving Cuba, Sudan or Syria and, if not, whether to the best of your knowledge, understanding and belief your aircraft are used or will be used on such routes.

Response:

The Company’s form aircraft lease agreement prohibits the use or operation of aircraft in violation of any law applicable to the parties to the lease agreement. The agreement further prohibits the lessee from causing aircraft to be flown or transported to any airport or jurisdiction if so doing would violate any law applicable to the parties to the lease agreement. Four of the Company’s aircraft on lease to Alitalia-Societá Aerea Italiana S.P.A. (“Alitalia”), organized in Italy, were subject to already existing leases at the time they were acquired by the Company. The Alitalia leases contain provisions substantially similar to the provisions from the Company’s form aircraft lease agreement described above and require the lessee (i) to comply with all laws applicable to the parties to the lease, including all laws applicable to the Company, (ii) to ensure that the aircraft is not used for any illegal purpose and (iii) to not cause or permit the aircraft to proceed to, or remain at, any country to which the export and/or use of Airbus aircraft is not permitted under any sanction orders or legislation promulgated by any country having jurisdiction over the Company.

The Company also has two aircraft on lease with WestJet and Air Canada, each organized in Canada.  The Company’s lease with WestJet permits operations of the aircraft to and from Cuba for the purpose of temporary sojourn that is not otherwise prohibited by applicable law.  The Company’s lease with Air Canada provides that the lessee cannot take any action that would cause the Company to violate any law then applicable provided that such action is not prohibited or sanctioned under the Foreign Extraterritorial Measures Act (Canada) or similar laws.

Item 8. Financial Statements and Supplementary Data

Note 12. Investments, page 88

3.            Please tell us and revise future filings to disclose the amount of gains you recognized on the sale of aircraft to Blackbird or any related party and the amount due from Blackbird or any related party at each balance sheet date. Refer to ASC 850-10-50-1 and Rule 4-08(k) of Regulation S-X.

Division of Corporation Finance

Securities and Exchange   Commission

April 17, 2015

ALC CTR 001

CONFIDENTIAL   TREATMENT REQUESTED
   BY AIR LEASE CORP.

Response:

The Company respectfully submits that during the year ended December 31, 2014, we recognized $9.0 million of gains on the sale of aircraft to Blackbird. As of December 31, 2014, $0.43 million was due from Blackbird to the Company.

The Company confirms that it will revise future filings to disclose the amount of gains recognized on the sale of aircraft to Blackbird or any related party and the amount due from Blackbird or any related party at each balance sheet date.

4.            In regard to your investment in Blackbird, please provide the following additional information:

·                  Provide your consideration as to whether Blackbird is a VIE and, if applicable, how you determined the primary beneficiary;

·                  Explain how you determined you have significant influence;

·                  Tell us the material terms of the aircraft sales agreements with Blackbird, including if the aircraft you sold were subject to lease. Also, to the extent the gains you recognized related to the aircraft you sold to Blackbird were disproportionate to the gains you recognized related to other aircraft sold, explain why; and

·                  Tell us the material terms of the management services agreement with Blackbird.

Response:

The Company respectfully submits that it has evaluated its investment in Blackbird Capital I, LLC (“Blackbird”) and made the following determinations:

The Company determined that Blackbird is a VIE as it meets the condition described in ASC 810-10-15-14(b)(1) that its equity at risk holders lack the power to direct the activities that most economically impact Blackbird.

Specifically, the activities that most significantly impact the economic success of Blackbird include:

·                  ***

·                  ***

·                  ***

·                  ***

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Division of Corporation Finance

Securities and Exchange   Commission

April 17, 2015

ALC CTR 001

CONFIDENTIAL   TREATMENT REQUESTED
   BY AIR LEASE CORP.

·                  ***

The activities stated above specifically pertain to the aircraft assets owned by wholly owned subsidiaries consolidated by Blackbird. The Board of Managers of Blackbird has full power and discretion to manage the day-to-day operations.  The Board of Managers has delegated day-to-day management of Blackbird to the Company as servicer. However, the activities that most significantly impact the economic success of the entity (as outlined above) require approval of the Board of Managers. *** All the activities that most significantly impact the economic success of Blackbird, listed above, require approval of the Board of Managers.

The Company determined that because the Company is not required to hold equity in order to remain as servicer, the decision making rights of the servicer do not arise through ownership of the equity investment but rather are afforded to the servicer through the servicing agreement. Additionally, the Company determined that the decision making rights of the Board of Managers provide the equity holders with substantive participating rights; however, because approval of the Board of Managers is necessary to effect any decisions, such participating rights are not held by a single equity holder. As such the Company determined that the condition in ASC 810-10-15-14(b)(1) is met as there is no single equity holder that has a unilateral ability to exercise substantive participating rights over the manager and therefore the equity holders lack the power through voting rights to direct the activities of Blackbird that most significantly impact Blackbird’s economic performance.

In determining whether or not the Company is the primary beneficiary, the Company noted that while the day-to-day management of Blackbird is performed by the Company as servicer, the Board of Managers has ultimate decision making authority with respect to all of the activities that most significantly impact the economic success of Blackbird. Furthermore, *** Board of Managers, approval *** is required to effect any decisions. Although the Company is both the servicer and an equity holder, all decisions regarding the activities that most significantly impact the economic success of Blackbird require the approval of the Board of Managers. Therefore the Company determined that it is not the primary beneficiary of Blackbird.

·                  The legal structure of Blackbird is more akin to a limited partnership and therefore is subject to the guidance in ASC 323-30-S99-1 which states that if an entity holds more than 3-5% partnership interest in a limited partnership, it is deemed to have significant influence over that partnership and is required to apply the equity method of accounting. Accordingly, as the Company holds 9.5% interest in Blackbird, acts as the servicer for the operations ***, the

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Division of Corporation Finance

Securities and Exchange   Commission

April 17, 2015

ALC CTR 001

CONFIDENTIAL   TREATMENT REQUESTED
   BY AIR LEASE CORP.

Company has significant influence and accounts for its investment in Blackbird using the equity method of accounting.

·                  The Company respectfully submits that the terms of the aircraft sales agreements with Blackbird are substantially similar to sales agreements entered into with unrelated third parties and that the five aircraft sold to Blackbird during the year ended December 31, 2014 were all sold subject to lease. The Company evaluated the terms of the aircraft sales agreements with Blackbird noting the conditions of ASC 840-20-40 and 860-10-40-5 were met and the transactions were appropriately accounted for as sales. The Company evaluated the gains recognized related to the aircraft sold to Blackbird and determined that such gains were not disproportionate to the gains recognized related to other aircraft sold. This determination was made as the Company noted the sales price for the aircraft sold to Blackbird were agreed on by both parties, in line with third party appraisals and the gain amounts and percentages to be in line with aircraft sold to third parties.

·                  The Company respectfully submits that under the management services agreement we will provide general day to day management of Blackbird ***. In exchange for these services the Company receives a market based servicer fee ***. The Company may earn an incentive fee ***.  The servicer fee and incentive fee were evaluated based upon the scope of services provided and compared to selling, general and administrative expense levels of other aircraft leasing companies and fees paid by similar entities and concluded that our fees were within a range of fees observed in the market.

Attached as Exhibit A to this letter is a letter from the Company that contains certain acknowledgements by the Company in connection with this letter.

We request the Staff contact the undersigned at (213) 430-6100 or jpmotley@omm.com with any questions or comments regarding this letter.

Sincerely,

/s/ John-Paul Motley

John-Paul Motley

of O’Melveny &   Myers LLP

cc:  Gregory B. Willis, Air Lease Corp.

*** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Division of Corporation Finance

Securities and Exchange   Commission

April 17, 2015

ALC CTR 001

CONFIDENTIAL   TREATMENT REQUESTED
   BY AIR LEASE CORP.

Exhibit A

Air Lease Corp.
 2000 Avenue of the Stars, Suite 1000N
 Los Angeles, CA 90067

April 17, 2015

VIA EDGAR AND FEDERAL EXPRESS

W. John Cash

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-3628

Re:

Air   Lease Corp.

Form 10-K   for Fiscal Year Ended December 31, 2014

Filed   February 26, 2015

File   No. 1-35121

Dear Mr. Cash:

This letter is submitted by Air Lease Corp., a Delaware corporation (the “Company”), in connection with the letter submitted today on behalf of the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated April 3, 2015, regarding the above referenced Form 10-K. In connection therewith, the Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not a

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 -4631

DIVISION OF
CORPORATION FINANCE
 April 3 , 2015

Via E -mail
Mr. Gregory B. Willis
Chief Financial Officer
Air Lease Corp.
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA  90067

 Re: Air Lease Corp.
  Form 10-K for Fiscal Year Ended December 31, 2014
Filed February 26, 2015
  File No.  1-35121

Dear Mr.  Willis :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comm ents apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additi onal comments.

Form 10 -K for Fiscal Year Ended December 31, 2014

General

1. You indicate on page 80 of the 10 -K that Alitalia contributed 11% of your rental fl ight
equipment revenue in 2012.  Alitalia offers on its  website flights serving Sudan.  You
state, on page 4 of the 10 -K, that you provide aircraft to airline customers in markets
including Latin America and the Middle East, regions that include Cuba and Syria.

Cuba, Sudan and Syria are designated by the Department of State as state sponsors of
terro rism, and are subject to U.S. economic  sanctions and export controls.   Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Cuba, Sudan and Syria, if any, since your letter to us dated March 11, 2011, whether

Mr. Gregory B. Willis
Air Lease Corp.
April 3 , 2015
Page 2

 through subsidiaries, partners, customers, joint ventures or other d irect or indirect
arrangements.   You should describe any services, information or technology you have
provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the governments of those countries or
entities they control.

2. Please tell us whether your agreements with Alitalia and other customers, entered into
since your March 2011 letter, prohibit the use of aircraf t leased from you on routes
serving Cuba, Sudan or Syria and, if not, whether to the best of your knowledge,
understanding and belief your aircraft are used or will be used on such routes.

Item 8.  Financial Statements and Supplementary Data

Note 12. Inv estments, page 88

3. Please tell us and revise future filing s to disclose the amount of gains you recognized on
the sale of aircraft to Blackbird or any related party and the amount due from Blackbird
or any related party at each balance sheet date.  Refer to  ASC 850 -10-50-1 and Rule 4 -
08(k) of Regulation S -X.

4. In regard to your investment in Blackbird, please provide the following additional
information:
 Provide your consideration as to whether Blackbird is a VIE and, if applicable,
how you determined the primary beneficiary;
 Explain how you determined you have significant influence;
 Tell us the material terms of the aircraft sales agreements with Blackbird,
including if the aircraft you sold were subject to lease.  Also, to the extent the
gains you recogni zed related to the aircraft you sold to Blackbird were
disproportionate to the gains you recognized related to other a ircraft sold, explain
why; and
 Tell us the material terms of the management services agreement with Blackbird.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange A ct rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

Mr. Gregory B. Willis
Air Lease Corp.
April 3 , 2015
Page 3

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

You may contact Staff Accountants, Kevin Stertzel  at (202) 551-3723 , or Anne
McConnell, at (202) 551 -3709  if you have questions regarding comments on the financial
statements and related matters.  Please contact Daniel Leslie, Staff Attorney at (202) 551 -3876 ,
or me at (202) 551 -3768  with any other questions.

        Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief

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MUNGER, TOLLES &
 OLSON LLP

355 SOUTH GRAND AVENUE

THIRTY-FIFTH FLOOR

LOS ANGELES, CALIFORNIA 90071-1560

June 13, 2013

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549

Attention:

Ms. Pamela Long

Ms. Era Anagnosti

Re:

Air Lease Corporation

Registration Statement on   Form S-4

File No. 333-188716,   initially filed on May 20, 2013

Amendment No. 1, filed on   June 4, 2013

Amendment No. 2, filed on   June 11, 2013

Ladies and Gentlemen:

On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to a comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) conveyed by telephone conference on June 12, 2013 relating to the above-referenced Amendment No. 2 (“Amendment No. 2”) filed with the Commission on Form S-4/A (File No. 333-188716) on June 11, 2013.  Amendment No. 2 amended the Registration Statement filed with the Commission on Form S-4 (File No. 333-188716) on May 20, 2013, as amended by Amendment No. 1, filed on June 4, 2013.

In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response.  Defined terms used but not defined in this letter shall have the respective meanings ascribed to such terms in Amendment No. 2.

MUNGER, TOLLES & OLSON LLP

U.S. Securities and Exchange Commission

June 13, 2013

Page 2

1.                                    In the event the exchange offer is extended, confirm that the Company will disclose in the notice of such extension updated information regarding the amount of cash or new notes the Company anticipates paying in respect of accrued and unpaid interest if the exchange offer expires on the new expiration date.

RESPONSE TO COMMENT 1

The Company supplementally confirms to the Staff that, in the event the exchange offer is extended, the Company will disclose in the notice of such extension updated information regarding the amount of cash or the principal amount of new notes that the Company anticipates paying in respect of the Accrued Interest Adjustment Amount for $1,000 original face amount of old notes and $1,000 currently remaining principal amount of old notes validly tendered (and not properly withdrawn) and accepted for exchange, if the extended exchange offer expires on the new anticipated expiration date.

Please do not hesitate to contact Judith T. Kitano at (213) 683-9252 or me at (213) 683-9243 with any questions or comments regarding this response letter.  Thank you for your assistance.

Respectfully   submitted,

/s/   Katherine H. Ku

Katherine   H. Ku

cc:

Gregory B. Willis,   Senior Vice President and Chief Financial Officer

Carol H. Forsyte,   Executive Vice President, General Counsel, Chief Compliance Officer

and   Corporate Secretary

Judith T. Kitano,   Munger, Tolles & Olson LLP

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June 13, 2013

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Ms. Pamela Long

Ms. Era Anagnosti

Re:

Air   Lease Corporation

Registration   Statement on Form S-4 (File No. 333-188716)

Acceleration   Request

Requested Date:   June 14, 2013

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Air Lease Corporation (the “Company”) hereby respectfully requests that the above-referenced registration statement on Form S-4, as amended (the “Registration Statement”), be declared effective on the “Requested Date” set forth above, or as soon thereafter as is practicable, or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”).

The Company hereby authorizes each of Judith T. Kitano and Katherine H. Ku of Munger, Tolles & Olson LLP, counsel to the Company, to make such request on our behalf.

In connection with this acceleration request, the Company hereby acknowledges that:

·           should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

U.S. Securities and Exchange Commission

June 13, 2013

Page 2 of 3

·           the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·           the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the proposed public offering of the registered securities.

We request that we be notified of the effectiveness of the Registration Statement by telephone call to Ms. Kitano at (213) 683-9252 or Ms. Ku at (213) 683-9243.  Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Ms. Ku via facsimile at (213) 683-4043 and via mail at Munger, Tolles & Olson LLP, 355 South Grand Avenue, 35th Floor, Los Angeles, California 90071-1560.

*              *              *

U.S. Securities and Exchange Commission

June 13, 2013

Page 3 of 3

Please direct any questions or comments regarding this acceleration request to Ms. Kitano at (213) 683-9252 or Ms. Ku at (213) 683-9243.

Very truly yours,

AIR LEASE CORPORATION

/s/ Gregory B. Willis

By:

Gregory B. Willis

Title:

Senior Vice President   and

Chief Financial Officer

cc:

Carol   H. Forsyte, Executive Vice President, General Counsel, Chief Compliance   Officer and Corporate Secretary

Judith T. Kitano,   Munger, Tolles & Olson LLP

Katherine H. Ku,   Munger, Tolles & Olson LLP

CORRESP
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MUNGER, TOLLES &   OLSON LLP

355 SOUTH GRAND AVENUE

THIRTY-FIFTH FLOOR

LOS ANGELES, CALIFORNIA 90071

June 11, 2013

VIA EDGAR AND HAND DELIVERY

U.S. Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549

Attention:                                         Ms. Pamela Long

Ms. Era Anagnosti

Re:                             Air Lease Corporation
 Registration Statement on Form S-4
 File No. 333-188716, initially filed on May 20, 2013
 Amendment No. 1, filed on June 4, 2013
 Amendment No. 2, filed on June 11, 2013

Ladies and Gentlemen:

On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated June 6, 2013 relating to the above-referenced Amendment No. 1 (“Amendment No. 1”) filed with the Commission on Form S-4/A (File No. 333-188716) on June 4, 2013.  Amendment No. 1 amended the Registration Statement (the “Registration Statement”) filed with the Commission on Form S-4 (File No. 333-188716) on May 20, 2013.

The Company is concurrently filing via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”), marked in accordance with Rule 310 of Regulation S-T.  For the convenience of the Staff, we are also providing four (4) blacklined

copies, complete with exhibits, of Amendment No. 2, marked to show changes from Amendment No. 1 filed on June 4, 2013.

In this letter, we have recited the comments from the Staff in italicized type and have followed each comment with the Company’s response.  Defined terms used but not defined in this letter shall have the meanings ascribed to such terms in Amendment No. 1.  Except as otherwise specifically indicated, page references in the Company’s responses to the Staff’s comments correspond to the pagination of Amendment No. 2.

Prospectus Cover Page

1.              We note your response to comment three in our letter dated May 29, 2013 related to the definition of “BXRAT.”  Please include a summary of your response in an appropriate section of the filing.

RESPONSE TO COMMENT 1

The Company has revised the disclosure on the prospectus cover page and on pages 6 and 34 to reflect the Staff’s comment.

2.              Please revise to disclose the amount of cash or new notes anticipated to be paid as accrued and unpaid interest for each $1,000 original face amount of old notes that is tendered if the exchange offer expires, as expected, on June 20, 2013.

RESPONSE TO COMMENT 2

The Company has revised the disclosure on the prospectus cover page and on pages 7 and 34 to reflect the Staff’s comment.

3.              To the extent the offer period is extended, it appears as though the exchange offer consideration for the accrued and unpaid interest could change. Given the potential variability of consideration offered if the offer period is extended, please advise as to how the presentation of the exchange offer consideration complies with Rule 14e-1(b).

RESPONSE TO COMMENT 3

The Company respectfully submits that the exchange offer consideration for any and all of its outstanding 7.375% Senior Unsecured Notes due January 30, 2019 (the “old notes”) is fixed in the form and amount disclosed in the Company’s preliminary prospectus included in Amendment No. 2 (the “Prospectus”).  A holder of old notes who validly tenders (and does not properly withdraw) $1,000 currently remaining principal amount of old notes will receive, assuming the Company accepts such notes for exchange, $1,053.24 principal amount of its 5.625% Senior Notes due 2017 (the “new notes”).  Expressed in terms of original face amount, a holder of old notes who validly tenders (and does not validly withdraw) $1,000

2

original face amount of old notes will receive, assuming the Company’s acceptance, $978.15 principal amount of new notes (the difference being due to scheduled principal prepayments on the old notes).  The form and amount of the exchange consideration for the old notes were negotiated, and established by the terms and conditions of the Note Purchase Agreement (the “Original Purchase Agreement”), dated as of January 20, 2012, as amended by means of an Amendment to Note Purchase Agreement (the “NPA Amendment”), effective as of April 29, 2013 (collectively, the “Amended Note Purchase Agreement”).

The terms and conditions of the Amended Note Purchase Agreement also establish a negotiated mechanism for settlement of the Accrued Interest Adjustment Amount, or the difference (which may be positive or negative) between accrued and unpaid interest on the old notes and accrued and unpaid interest that the new notes will carry with them at the time of settlement.  The payment of accrued interest on the old notes is required by the terms of such securities.  Offsetting the amount of accrued interest on new notes being issued avoids the overpayment of interest on such new notes that would occur if the Company issued such new notes with interest accrued from April 1, 2013 and did not offset such interest.

The old notes and new notes have different interest payment dates and different coupons.  For this reason, there are potential settlement dates where more interest will have accrued on new notes than is payable on old notes—in other words, when the Accrued Interest Adjustment Amount is negative.  In that circumstance, recipients of new notes issued in the exchange offer will owe the Company the absolute value of the Accrued Interest Adjustment Amount.  The holders of old notes party to the Amended Note Purchase Agreement negotiated the following mechanism for settlement of the Accrued Interest Adjustment Amount, as reflected in the terms and conditions of such agreement and as disclosed in Amendment No. 2 (the “Interest Mechanism”):

·                  When the Accrued Interest Adjustment Amount is positive, the Company may at its option settle the Accrued Interest Adjustment Amount by paying cash or by issuing new notes in a principal amount determined by the Interest Formula (defined below) in respect thereof.

·                  When the Accrued Interest Adjustment Amount is negative, the recipients of new notes will settle the Accrued Interest Adjustment Amount through reduction of the principal amount of new notes they otherwise would receive as exchange consideration for old notes tendered by them, by the principal amount of new notes determined by the Interest Formula.  This mechanism avoids the need for such recipients to come out of pocket to pay the Company the absolute value of the Accrued Interest Adjustment Amount in cash.

3

The Interest Mechanism will remain fixed throughout the exchange offer.  While application of the Interest Mechanism for settling the Accrued Interest Adjustment Amount may increase or decrease the principal amount of new notes finally issued to participants at the completion of the exchange offer, the Interest Mechanism is not, in substance, a change to the exchange consideration for the old notes.  It is simply a mechanism to settle accrued and unpaid interest that otherwise would be paid by the Company or to the Company in cash.

The negotiated terms of the Amended Note Purchase Agreement also established the formula, which is disclosed in Amendment No. 2 (the “Interest Formula”), for calculating the principal amount of new notes with which the Company or recipients of new notes may settle the Accrued Interest Adjustment Amount under the Interest Mechanism.  The Interest Formula is an arithmetic formula for which the only extrinsic inputs are the amount of accrued and unpaid interest on $1,000 currently remaining principal amount of old notes and the amount of accrued and unpaid interest on $1,000 principal amount of new notes.  The interest rates and interest payment dates for the old notes and new notes and the currently anticipated settlement date for the exchange offer needed to calculate such accrued interest amounts are disclosed in Amendment No. 2.  No reference to the fluctuating trading price of a security is required to complete the calculation under the Interest Formula.  While the principal amount of new notes yielded by the Interest Formula will change if the expiration date of the exchange offer (and, accordingly, the settlement date) changes, the Interest Formula itself is fixed and will not change.

In sum, the Company believes that the Interest Formula and Interest Mechanism do not constitute modifications to the exchange consideration for old notes that could require extensions of the exchange offer under Rule 14e-1(b) under the Securities Exchange Act of 1934, as amended, and therefore do not require the particular methods of presentation developed to facilitate timely investment decisions in differently structured tender or exchange offers in which the exchange consideration itself for a security fluctuates with trading prices.  The Interest Formula and Interest Mechanism simply provide means for calculating and settling the Accrued Interest Adjustment Amount.

Moreover, to the extent the Staff views the Interest Formula and Interest Mechanism as modifying the exchange consideration for old notes in the event of an extension of the exchange offer, the Company believes that the holders of the old notes have the sophistication and ability to analyze the Interest Mechanism and Interest Formula, calculate the Accrued Interest Adjustment Amount and the outcome of the Interest Formula based on data disclosed in Amendment No. 2, and make informed decisions whether or not to tender the old notes (or withdraw previously tendered old notes) in the time periods described in the Prospectus.  As discussed with the Staff, the holders of the old notes, all of whom the Company believes are direct parties to the Original Purchase Agreement and all of whom the Company believes were provided copies of and are bound by the Amendment, are institutional investors.  Investors of this nature can be expected to have experience with tender offers and exchange offers in which the exchange consideration itself for a security (as opposed to the settlement of accrued and unpaid interest in the Company’s exchange offer) is determined by use of formulae which reference fluctuating market prices for securities.  The Company notes again that the Interest Formula does not require reference to the

4

trading price of a security and can be calculated solely by reference to data disclosed in Amendment No. 2.

For these reasons, the Company believes that the current presentation of the Interest Formula and Interest Mechanism is consistent with Rule 14e-1(b).

The Exchange Offer, page 5

Material differences in the terms of the old notes and the new notes, page 10

4.              We note your added disclosure in response to comment five in our letter dated May 29, 2013. Please revise your disclosure to briefly identify some of the most material differences discussed on page 73 of the registration statement.

RESPONSE TO COMMENT 4

The Company has revised the disclosure on page 14 to reflect the Staff’s comment.

The Exchange Offer, page 31

Expiration date; extensions and amendments; termination, page 33

5.              We note your revised disclosure in response to comment 11 in our letter dated May 29, 2013. Further revise your disclosure to state that in the event of a material change or waiver of a material condition, you will extend the exchange offer consistent with Rule 162 under the Securities Act and Rule 13e-4 under the Exchange Act.

RESPONSE TO COMMENT 5

The Company has revised the disclosure on page 36 to reflect the Staff’s comment.

[Remainder of page intentionally left blank]

5

Please do not hesitate to contact Judith T. Kitano at (213) 683-9252 or me at (213) 683-9243 with any questions or comments regarding this response letter or Amendment No. 2.  Thank you for your assistance.

Respectfully submitted,

/s/ Katherine H. Ku

Katherine H. Ku

Encls.

cc:                                Gregory B. Willis, Senior Vice President and Chief Financial Officer (w/o encls.)

Carol H. Forsyte, Executive Vice President, General Counsel, Chief Compliance Officer

and Corporate Secretary (w/o encls.)

Judith T. Kitano, Munger, Tolles & Olson LLP (w/o encls.)

6

June 6, 2013

Via E -mail
Gregory B. Willis
Senior Vice President and Chief Financial Officer
Air Lease Corporation
2000 Avenue of the Stars, Suite  1000N
Los Angeles, CA 90067

Re: Air Lease Corporation
  Amendment No.1 to Registration Statement on Form S-4
Filed  June  4, 2013
  File No.  333-188716

Dear Mr. Willis :

We have reviewed your amendment and  have  the following  comments.

Prospectus Cover Page

1. We note your response to comment three in our letter dated May 29, 2013 related to the
definition of “BXRAT.”  Please include a summary of your response in an appropriate
section of the filing.

2. Please revise to disclose the  amount of  cash or new note s anticipated to be paid as
accrued and unpaid interest for each $1,000 original face amount of old notes that is
tendered if the exchange offer expires, as expected, on June 20, 2013.

3. To the extent the offer period is extended, it appears as though the exchange offer
conside ration for the accrued and unpaid interest could change.  Given the potential
variability of consideration offered if the offer period is extended, please advise as to how
the presentation of the exchange offer consideration complies with Rule 14e -1(b).

The Exchange Offer, page 5

Material differences in the terms of the old notes and the new notes, page 10

4. We note your added disclosure in response to comment five in our letter dated May 29,
2013.  Please revise your disclosure to briefly identify some  of the most material
differences discussed on page 73 of the registration statement.

Gregory B. Willis
Air Lease Corporation
June 6, 2013
Page 2

 The Exchange Offer, page 31

Expiration date; extensions and amendments; termination, page 33

5. We note your revised disclosure in response to comment 11 in our letter dated May 29,
2013.  Further revise your disclosure to state that in the event of a material change or
waiver of a material condition, you will extend the exchange offer consistent wit h Rule
162 under the Securities Act and Rule 13e -4 under the Exchange Act .

Please contact Era Anagnosti, Staff Attorney,  at (202) 551 -3369  or, in her absence,  me at
(202) 551 -3760  with any questions.

Sincerely,

 /s/ Pamela Long

  Pamela Long
Assistant Director

cc: Katherine  H. Ku, Esq. (via e -mail)
            Munger, Tolles  & Olson  LLP

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Munger, Tolles & Olson LLP

355 S. Grand Avenue

Los Angeles, California 90071

June 3, 2013

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549

Attention:

Ms. Pamela Long

Ms. Era Anagnosti

Re:

Air Lease Corporation
   Registration Statement on Form S-4
   File No. 333-188716, initially filed on May 20, 2013
   Amendment No. 1, filed on June 3, 2013

Ladies and Gentlemen:

On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated May 29, 2013 relating to the above-referenced registration statement (the “Registration Statement”) filed with the Commission on Form S-4 (File No. 333-188716) on May 20, 2013.

The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement (“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 May 20, 2013.

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

MUNGER, TOLLES & OLSON LLP

U.S. Securities and Exchange Commission

June 3, 2013

Page 2

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

Prospectus Cover Page

1.            We note that you have elected to commence the exchange offer early, pursuant to Rule 162 under the Securities Act. Although a preliminary prospectus used to commence an exchange offer early must include the legend required by Item 501(b)(10) of Regulation S-K, the language in the legend must be appropriately tailored and thus may not state that the prospectus is not complete. For an example of language that may be used in the “red herring” legend in an early commencement exchange offer, please see Question 2 in Part I.E. of the Third Supplement (July 2001) to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations, which is available on our website at http://www.sec.gov/interps/telephone/phonesupplement3.htm.

RESPONSE TO COMMENT 1

The Company has revised the prospectus cover page to reflect the Staff’s comment.

2.            Since the holders of old notes which are accepted for exchange, may receive a cash payment equal to the Accrued Interest Adjustment Amount, please disclose the maximum amount of cash which may be offered for these securities. In addition, in an appropriate section of the filing please disclose how you will finance such payment, including the payment of the Cash Rounding Amount discussed on page 6.

RESPONSE TO COMMENT 2

The Company has revised the disclosure on the prospectus cover page and on pages 6, 10  and 33 to reflect the Staff’s comment.

3.            Here or in an appropriate section of the filing, briefly explain what BXRAT “equals 1.053241” means.

RESPONSE TO COMMENT 3

The Company supplementally advises the Staff as follows:  The Company issued the currently outstanding 7.375% Senior Unsecured Notes due January 30, 2019 (the “old notes”) pursuant to the terms and conditions of a Note Purchase Agreement, dated as of January 20, 2012 (the “Original Purchase Agreement”).

MUNGER, TOLLES & OLSON LLP

U.S. Securities and Exchange Commission

June 3, 2013

Page 3

The Original Purchase Agreement was amended by means of an Amendment to Note Purchase Agreement, effective as of April 29, 2013 (the “NPA Amendment”).  The defined term “Adjusted Exchange Ratio” in the NPA Amendment establishes that “BXRAT” (or exchange ratio) equals the value of 1.053241.  This value represents the ratio at which the parties to the NPA Amendment agreed that $1 principal amount of old notes would be exchanged for $1 principal amount of 5.625% Senior Notes due 2017, prior to any adjustment for the Accrued Interest Adjustment Amount.  It is a negotiated exchange ratio.

Forward-Looking Statements, page iii

4.            Please remove your references to Section 27A of the Securities Act and Section 21E of the Exchange Act. These provisions do not apply to tender offers. Refer to Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act.

RESPONSE TO COMMENT 4

The Company has revised the “Forward-Looking Statements” section on page 2 to reflect the Staff’s comment.

The Exchange Offer, page 5

5.            Please include a separate section to explain any material differences in the rights of the note holders as a result of the exchange. See Item 4(a)(4) of Form S-4.

RESPONSE TO COMMENT 5

The Company has revised the disclosure on pages 10 and 73-83 to reflect the Staff’s comment.

Amended Note Purchase Agreement, page 6

6.            Please refer to the last paragraph of your disclosure under “Purpose of the exchange offer” on page 29. Briefly disclose here that the old noted will accrue additional interest at a rate of 0.50% per annum if the exchange offer is not completed by the Target Registration Date. Please revise your page 29 disclosure to clarify whether the rate of the additional interest will continue to accrue until maturity of the old notes in the event that the exchange offer is not consummated.

RESPONSE TO COMMENT 6

The Company has revised the disclosure on pages 7 and 31 to reflect the Staff’s comment.

MUNGER, TOLLES & OLSON LLP

U.S. Securities and Exchange Commission

June 3, 2013

Page 4

The New Notes, page 9

Special Interest, page 9

7.            To the extent known, please disclose how long you expect the Non-Rating Period to last.

RESPONSE TO COMMENT 7

The Company acknowledges the Staff’s comment and advises the Staff that, at this time, the Company does not know, and cannot reasonably estimate, whether or when the Non-Rating Period will end.  The Company has revised the disclosure accordingly on pages 11 and 44.

The Exchange Offer, page 29

Purpose of the exchange offer, page 29

8.            We note that the Note Purchase Agreement dated January 20, 2012, as well as the April 29, 2013 amendment were not incorporated by reference or filed as exhibits to the registration statement. Please file these documents as exhibits with your next amendment or otherwise tell us why you are not required to do so.

RESPONSE TO COMMENT 8

The Company acknowledges the Staff’s comment and respectfully advises the Staff that, consistent with Item 601(b)(4)(iii)(A) of Regulation S-K, the aggregate principal amount of old notes originally issued by the Company ($155,000,000) represented at that time, and currently represents, less than 10 percent of the Company’s consolidated assets.  In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, the Company has filed as Exhibit 4.4 to Amendment No. 1 an Agreement Regarding Disclosure of Long-Term Debt Instruments, pursuant to which the Company agrees to furnish, upon the Commission’s request, any instrument with respect to long-term debt not being registered where the total amount of securities authorized thereunder does not exceed 10 percent of the total consolidated assets of the Company.  In addition, the Company hereby supplementally provides copies of the Original Purchase Agreement, the NPA Amendment and the global note for the old notes.

Expiration date; extensions and amendments; termination, page 31

9.            In the second paragraph on page 32, briefly disclose the consequences of default if you fail to conform to your obligations under the exchange offer covenant, or otherwise cross reference the section of the filing where you make such disclosure.

RESPONSE TO COMMENT 9

The Company has revised the disclosure on page 34 to reflect the Staff’s comment.

MUNGER, TOLLES & OLSON LLP

U.S. Securities and Exchange Commission

June 3, 2013

Page 5

10.    Please advise us as to how oral notice of any termination or amendment is reasonably calculated to reach registered holders of the outstanding notes or otherwise satisfies the requirements of Rule 14e-1(d).

RESPONSE TO COMMENT 10

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 34 and 39 accordingly.

11.    Please revise your disclosure to indicate that, in the event of a material change in the offer, including the waiver of a material condition, you will extend the offer period if necessary so that at least five business days remain in the offer following notice of the material change.

RESPONSE TO COMMENT 11

The Company has revised the disclosure on the prospectus cover page and on pages 6 and 33-35 to reflect the Staff’s comment.

12.    In the penultimate paragraph on page 32, we note that you reserve the right to delay acceptance for exchange of any old notes tendered pursuant to the exchange offer. Please clarify in what circumstances you will delay acceptance and confirm that any such delay will be consistent with Rule 14e-1(c). For example, if you are referring to the right to delay acceptance only due to an extension of the exchange offer, please make this clear.

RESPONSE TO COMMENT 12

The Company has revised the disclosure on page 35 to reflect the Staff’s comment.

Conditions to the exchange offer, page 36

13.    Please refer to the last paragraph on page 37 relating to your failure to exercise any of the rights described in this section. This language implies that once a condition is triggered, you must decide whether or not to assert it. Please note that when a condition is triggered and you decide to proceed with the offer anyway, the staff believes that this constitutes a waiver of the triggered condition. Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders. You may not, as this language suggests, simply fail to assert a triggered condition and effectively waive it without officially doing so. Please confirm your understanding supplementally, or revise your disclosure.

MUNGER, TOLLES & OLSON LLP

U.S. Securities and Exchange Commission

June 3, 2013

Page 6

RESPONSE TO COMMENT 13

The Company respectfully acknowledges the Staff’s comment and supplementally confirms its understanding that waiver of a material condition, as described in the Staff’s comment, may require extension of the exchange offer and circulation of new disclosure to holders of the old notes.

Fees and expenses, page 38

14.    Please disclose the amount of fees payable to Jefferies LLC.

RESPONSE TO COMMENT 14

The Company has revised the disclosure on page 41 to reflect the Staff’s comment.

The Description of Notes, page 41

15.    You disclose that the new notes will be issued under the March 16, 2012 indenture. We note, however, that you have filed as Exhibit 4.2 the Form of Supplemental Indenture relating to the new notes. Please describe here the material terms of the supplemental indenture and tell us whether you expect to file this document in final form prior to effectiveness of the registration statement.

RESPONSE TO COMMENT 15

The Company acknowledges the Staff’s comment and supplementally advises the Staff that the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), will enter into the Supplemental Indenture, the form of which was filed as Exhibit 4.2 to the Registration Statement, on the settlement date following expiration of the exchange offer.  The Supplemental Indenture will establish the following terms of the new notes, which will differ from the terms of the currently outstanding 5.625% Senior Notes due 2017 (the “existing notes”):

¡                 the aggregate principal amount of the new notes to be issued;

¡                 the date of issuance of the new notes; and

¡                 the date from which interest on the new notes will accrue.

The Supplemental Indenture will otherwise establish that the new notes will bear the same rate of interest as the existing notes, payable on the same dates on which interest is payable on the existing notes, and that the new notes will have such other terms and provisions as are reflected in the form of note attached as Exhibit A to the Senior Notes Indenture, dated March 16, 2012,

MUNGER, TOLLES & OLSON LLP

U.S. Securities and Exchange Commission

June 3, 2013

Page 7

between the Company and the Trustee, which is incorporated by reference as Exhibit 4.1 to the Registration Statement.

The Company will file the final form of the Supplemental Indenture as an exhibit to a Current Report on Form 8-K on the settlement date.  The Company has revised the disclosure on page 43 to reflect the filing of the form of the Supplemental Indenture as an exhibit to the Registration Statement.

Exhibit 5.1 – Option of Munger, Tolles & Olson LLP

16.    It appears that the assumptions in paragraphs (c) and (d) represent facts readily ascertainable by counsel. In this regard, we note that the Exchange Securities will be issued under the Original Indenture and that the supplemental indenture will be executed prior to the registration statement being declared effective. Please advise or have counsel revise its opinion accordingly.

RESPONSE TO COMMENT 16

A revised opinion of counsel, which reflects the Staff’s comment regarding paragraph (c), has been filed as Exhibit 5.1 to Amendment No. 1.  Counsel to the Company respectfully acknowledges the Staff’s comment with respect to paragraph (d) of its opinion—that “the Original Indenture has been, and the Supplemental Indenture will have been, duly authorized, executed and delivered by the Trustee and the Indenture will constitute the legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms”—but submits that paragraph (d) represents a legal conclusion with respect to the actions of the Trustee, rather than a fact readily ascertainable by counsel.

Please do not hesitate to contact Judith T. Kitano at (213) 683-9252 or me at (213) 683-9243 with any questions or comments regarding this response letter or Amendment No. 1.  Thank you for your assistance.

Respectfully   submitted,

/s/   Katherine H. Ku

Katherine   H. Ku

Encls.

cc:                              Gregory B. Willis, Senior Vice President and Chief Financial Officer (w/o encls.)
 Carol H. Forsyte, Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary (w/o encls.)
 Judith T. Kitano, Munger, Tolles & Olson LLP (w/o encls.)

May 29, 2013

Via E -mail
Gregory B. Willis
Senior Vice President and Chief Financial Officer
Air Lease Corporation
2000 Avenue of the Stars, Suite  1000N
Los Angeles, CA 90067

Re: Air Lease Corporation
  Registration Statement on Form S-4
Filed  May 20, 2013
  File No.  333-188716

Dear Mr. Johns on:

We have limited our review of your registration statement to those issues we have
addressed in our 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 .  Where you do not believe our comments apply to your facts and
circumstances or do not believe 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.

General

Prospectus Cover Page

1. We note that you have elected to commence the exchange offer early, pursuant to Rule
162 under the Securities Act.  Although a preliminary prospectus used to  commence an
exchange offer early must include the legend required by Item 501(b)(10) of Regulation
S-K, the language in the legend must be appropriately tailored and thus may not state that
the prospectus is not complete.   For an example of language that may be used in the “red
herring” legend in an early commencement exchange offer, please see Question 2 in Part
I.E. of the Third Supplement (July 2001) to the Division of Corporation Finance’s
Manual of Publicly Available Telephone Interpretations, which is available on our
website at http://www.sec.gov/interps/telephone/phonesupplement3.htm .

2. Since the holders of old notes which are accepted for exchange,  may receive a cash

Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 2

 payment equal to the Accrued Interest Adjustment Amount,  please disclose the maxim um
amount of cash which may be  offered for  these securities.  In addition, in an appropriate
section of the filing please disclose how you will finance such payment, including the
payment of the Cash Rounding Amount discussed on page 6.

3. Here or in an appr opriate section of the filing, briefly explain what BXRAT “equals
1.053241” means.

Forward -Looking Statements, page iii

4. Please remove your references to Section 27A of the Securities Act and Section 21E of
the Exchange Act.  These provisions do not apply  to tender offers.  Refer to Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the Exchange Act .

The Exchange Offer , page 5

5. Please include a separate section to explain any material differences in the rights of the
note holders as a result of the exchange.  See Item 4(a)(4) of Form S -4.

Amended Note Purchase Agreement, page 6

6. Please refer to the last paragraph of your disclosure under “Purpose of the exchange
offer” on page 29.  Briefly disclose h ere that the old noted will accrue additional interest
at a rate of 0.50% per annum if the exchange offer is not completed by the Target
Registration Date.  Please revise your page 29 disclosure to clarify whether the rate of the
additional interest will c ontinue to accrue until maturity of the old notes in the event that
the exchange offer is not consummated.

The New Notes, page 9

Special Interest, page 9

7. To the extent known, please disclose how long you expect the Non -Rating Period to last.

The Exchan ge Offer, page 29

Purpose of the exchange offer, page 29

8. We note that the Note Purchase Agreement dated January 20, 2012, as well as the April
29, 2013 amendment were not incorporated by reference or filed as exhibits to the
registration statement.  Ple ase file these documents as exhibits with your next amendment
or otherwise tell us why you are not required to do so.

Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 3

 Expiration date; extensions and amendments; termination, page 31

9. In the second paragraph on page 32, briefly disclose the consequences  of default if you
fail to conform to your obligations under the exchange offer covenant, or otherwise cross
reference the section of the filing where you make such disclosure.

10. Please advise us as to how oral notice of any termination or amendment is reas onably
calculated to reach registered holders of the outstanding notes or otherwise satisfies the
requirements of Rule 14e -1(d).

11. Please revise your disclosure to indicate that, in the event of a material change in the
offer, including the waiver of a mate rial condition, you will extend the offer period if
necessary so that at least five business days remain in the offer following notice of the
material change.

12. In the penultimate paragraph on page 32, we note that you reserve the right to delay
acceptance for exchange of any old notes tendered pursuant to the exchange offer.  Please
clarify in what circumstances you will delay acceptance and confirm that any such delay
will be consistent with Rule 14e -1(c).  For example, if you are referring to the right to
delay acceptance only due to an extension of the exchange offer, please make this clear.

Conditions to the exchange offer, page 36

13. Please refer to the last paragraph on page 37 relating to your failure to exercise any of the
rights described in this section.  This language implies that once a condition is triggered,
you must decide whether or not to assert it.  Please note that when a condition is triggered
and you decide to proc eed with the offer anyway, the staff believes that this constitutes a
waiver of the triggered condition.  Depending on the materiality of the waived condition
and the number of days remaining in the offer, you may be required to extend the offer
and recirc ulate new disclosure to security holders.  You may not, as this language
suggests, simply fail to assert a triggered condition and effectively waive it without
officially doing so.  Please confirm your understanding supplementally, or revise your
disclosur e.

Fees and expenses, page 38

14. Please disclose the amount of fees payable to Jefferies LLC.

The Description of Notes, page 41

15. You disclose that the new notes will be issued under the March 16, 2012 indenture.  We
note, however, that you have filed as Exhibit 4.2 the Form of Supplemental Indenture
relating to the new notes.  Please describe here the material terms of the supplemental
indenture and tell us whether you expect to file this document in final form prior to

Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 4

 effectiveness of the registration statement.

Exhibit 5.1 – Opinion of Munger, Tolles & Olson LLP

16. It appears that the assumptions in paragraphs (c) and (d) repre sent facts readily
ascertainabl e by counsel.  In this regard, we note that the Exchange Securities will be
issued under the Original Indenture and that the supplemental indenture will be execut ed
prior to the registration statement being declared effective.  Please advise or have counsel
revise its opinion accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fi ling includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility fo r
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting accelerati on are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequat e time  for us to review any amendment prior to the requested effective date of the
registration statement.

Gregory B. Willis
Air Lease Corporation
May 2 9, 2013
Page 5

 Please contact Era Anagnosti, Staff Attorney,  at (202) 551 -3369  or, in her absence,  me at
(202) 551 -3760  with any questions.

Sincerely,

 /s/ Era Anagnosti

  for Pamela Long
Assistant Director

cc: Katherine  H. Ku, Esq. (via e -mail)
            Munger, Tolles  & Olson  LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

DIVISION OF
CORPORATION FINANCE
         April 25, 2012
 Via Facsimile

Mr. Gregory B. Willis Chief Financial Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA  90067

 Re: Air Lease Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 9, 2012
  File No.  1-35121

 Dear Mr. Willis:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
         /s/ W. John Cash          W. John Cash         B r a n c h  C h i e f

CORRESP
1
filename1.htm

[Air Lease Corporation Letterhead]

April 24, 2012

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:

W.   John Cash

Branch   Chief

Re:

Air   Lease Corporation

Form 10-K   for the Fiscal Year Ended December 31, 2011

File   No. 001-35121

Dear Mr. Cash:

On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to your letter dated April 10, 2012 with respect to the above-referenced Form 10-K for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 9, 2012.

In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response.

Financial Statements

Note 1.  Summary of Significant Accounting Policies

Rental of flight equipment, page 65

1.               We note your response to your prior comment.  Please provide us with additional information regarding your lease agreements that contain nonperformance-related default covenants, material adverse change clauses and cross-default provisions.  Please specifically address the following:

U.S. Securities and Exchange Commission

April 24, 2012

Page 2

·                  Tell us how you evaluated each provision based on the guidance found in ASC 840-10-25-14 and tell us whether any of your agreements include provisions that fail to meet the criteria in this paragraph.

·                  To the extent that any of your agreements include covenants or provisions that are subjectively determinable or otherwise do not meet the criteria of ASC 840-10-25-14, tell us whether you have included the maximum amount the lessee could be required to pay in determining minimum lease payments for purposes of applying ASC 840-10-25-1(d) and explain how you determined such amounts.

RESPONSE TO COMMENT 1

The Company respectfully submits that it is not our general practice to include nonperformance related default provisions within our leases.  Nonperformance related default provisions are sometimes contained in leases that are acquired from other lessors and our leases.  We review each lease at delivery to determine proper classification and such review includes an examination of any nonperformance default provisions, such as:

·                  Material adverse change clauses;

·                  Cross-default provisions;

·                  Litigation-related clauses; and

·                  No substantial transfer or disposition of assets.

If a nonperformance default provision is identified , we evaluate it to determine whether it meets the criteria in ASC 840-10-25-14.  Any nonperformance default provision that does not meet such criteria is considered to be subjective and the maximum amount that could be due and payable by the lessee in the event of a default is included in the calculation of minimum lease payments as set forth in such lease.  To illustrate this process, in the following paragraphs we discuss and analyze two examples of nonperformance default provisions contained in some of our leases: a cross-default provision and a material adverse change clause.

Although the specific wording may differ from lease to lease, the following provision is representative of the nature of “cross-default provisions” in certain of our leases:

“The occurrence of any of the following will constitute an Event of Default and repudiatory breach of this Agreement by Lessee:

(xvi) Cross-default:

(a)       any Financial Indebtedness of Lessee (in an aggregate amount of US$XXX or more or its equivalent in other currencies) is not paid when due

U.S. Securities and Exchange Commission

April 24, 2012

Page 3

(subject to any applicable grace periods) or becomes due and payable prior to its stated maturity by reason of default of Lessee or the security for any such Financial Indebtedness becomes enforceable; or

(b)       any judgment or order is made against Lessee for an amount in excess of US$XXX or more (or its equivalent in other currencies) is not stayed or complied with or an adequate bond has not been provided as soon as practicable and in any event within 90 days;

In evaluating cross-default provisions, we determined that (a) they were customary in financing arrangements, (b) the events are objectively determinable based on a stated dollar amount, (c) the predefined criteria was established for the determination of an event of default, and (d) it is reasonable to assume that the event of default will not occur, based on our knowledge of the lessee’s operations and the industry.  Since each provision met the criteria in ASC 840-10-25-14, we did not consider the provision in calculating the minimum lease payments.

The “material adverse change” clauses, which also differ in wording from lease to lease, typically state:

“Lessee represents and warrants to Lessor as of the execution of this Agreement, as of the Delivery Date and as of each Rent Payment Date (other than in respect of….below) hereunder that:

(xv) Material Adverse Change: there has been no material adverse change in the financial condition of the Lessee since the date to which the accounts most recently provided to Lessor were prepared and Lessee is not in default under any agreement that could have a material adverse effect upon its financial conditions or its business or its ability to perform its obligations under this Agreement and the other Operative Documents;”

Given the subjective nature of this material adverse change clause, which does not meet the criteria in ASC 840-10-25-14, we examined the default remedy provided in the applicable leases to determine the maximum amount that the lessee could be required to pay should such an event occur.  None of our leases have assessable penalties or liquidated damages for default.

Since the term of most of our leases containing subjective clauses is short in comparison to the remaining useful life (usually 20-25 years), the remedy is less than 90% of the fair market value of the leased aircraft.  Thus, to date, these nonperformance-related default covenants, material adverse change clauses and cross-default provisions have not had an impact on our lease classification assessment.

*   *   *   *   *

U.S. Securities and Exchange Commission

April 24, 2012

Page 4

We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any comments or questions regarding the foregoing to the undersigned at (310) 553-0555.

Respectfully   submitted,

/s/   Gregory B. Willis

Gregory   B. Willis

Senior   Vice President and

Chief   Financial Officer

cc:

Steven   F. Udvar-Házy, Chairman and Chief Executive Officer

John   L. Plueger, President and Chief Operating Officer

Grant   A. Levy, Executive Vice President, General Counsel and Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

DIVISION OF
CORPORATION FINANCE
         April 10, 2012
 Via Facsimile

Mr. Gregory B. Willis Chief Financial Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA  90067

 Re: Air Lease Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 9, 2012 File No.  1-35121

Dear Mr. Willis:
We have reviewed your response and have th e 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2011

 Financial Statements

 Note 1 – Summary of Significant Accounting Policies

 Rental of flight equipment, page 65

1. We note your response to our prior comment .  Please provide us with additional
information regarding your l ease agreements that contain  nonperformance related default
covenants, material adverse change clau ses and cross-defaul t provisions.  Please
specifically address the following:

Mr. Gregory B. Willis
Air Lease Corporation April 10, 2012 Page 2

  Tell us how you evaluated each provisi on based on the guidance found in ASC
840-10-25-14 and tell us whether any of your agreements include provisions that
fail to meet the criter ia in this paragraph.
 To the extent that any of your agreements  include covenants or  provisions that are
subjectively determinable or otherwise do not meet the criteria of ASC 840-10-
25-14, tell us whether you have included  the maximum amount the lessee could
be required to pay in determining mi nimum lease payments for purposes of
applying ASC 840-10-25-1(d) and explain how you dete rmined such amounts.

You may contact Kevin Stert zel at (202) 551-3723, or A nne McConnell at (202) 551-
3709, if you have questions regarding comments on th e financial statements and related matters.
Please contact me at (202) 551-3768 with any other questions.          S i n c e r e l y ,           /s/ W. John Cash          W. John Cash         B r a n c h  C h i e f

CORRESP
1
filename1.htm

[Air Lease Corporation Letterhead]

April 3, 2012

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:

W.   John Cash

Branch   Chief

Re:          Air Lease Corporation

Form 10-K for the Fiscal Year Ended December 31, 2011

File No. 001-35121

Dear Mr. Cash:

On behalf of Air Lease Corporation (the “Company”), we submit this letter in response to your letter dated March 22, 2012 with respect to the above-referenced Form 10-K for the fiscal year ended December 31, 2011, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 9, 2012.

In this letter, we have recited the comment from the Staff in italicized type and have followed the comment with the Company’s response.

Financial Statements

Note 1.  Summary of Significant Accounting Policies

Rental of flight equipment, page 65

1.     We note that you lease flight equipment principally under operating leases.  We further note that your flight equipment is potentially subject to physical destruction.  Please tell us whether any of your leases contain nonperformance related default covenants.  To the extent that any of your leases contain such covenants, please tell us the specific terms of the covenants and explain to us how you consider them in the minimum lease payments you use to determine lease classification.  Please also tell us whether any of your leases contain material adverse change clauses, cross-default provisions, or other subjective default clauses and explain to us how you consider those provisions in your lease classification analysis.  Please refer to ASC 840-10-25-14 and ASC 840-10-25-1(d) for guidance.

RESPONSE TO COMMENT 1

The Company respectfully submits that we are principally engaged in the leasing of commercial aircraft throughout the world. As of December 31, 2011, our fleet consisted of 102 aircraft with a weighted-average remaining lease term of 6.6 years. We acquired this fleet of 102 aircraft from 24 separate owners and operators of aircraft, 51 of which were subject to existing operating leases originated by 12 different aircraft lessors. A portion of the aircraft that we acquired subject to existing operating leases contained nonperformance related default covenants, material adverse change clauses and cross-default provisions.

In determining lease classification the Company reviews all necessary criteria under ASC 840-10-25. To date, these nonperformance related default covenants, material adverse change clauses and cross-default provisions have not had an impact on our lease classification assessment, as the minimum lease payments due under the leases do not equal or exceed 90% of the fair market value of the equipment on an undiscounted basis. Furthermore, we do not expect our leases to be classified as capital leases as the weighted-average remaining lease term on our fleet was 6.6 years, as compared to the 25 year useful life of an aircraft.

The Company does not typically include subjective nonperformance related default covenants in the lease contracts that we originate. However, we continue to evaluate all lease contracts for these types of provisions and their impact on lease classification.

*   *   *   *   *

We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosure in the filing; that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any comments or questions regarding the foregoing to the undersigned at (310) 553-0555.

2

Respectfully   submitted,

/s/   Gregory B. Willis

Gregory   B. Willis

Senior   Vice President and

Chief   Financial Officer

cc:           Steven F. Udvar-Házy, Chairman and Chief Executive Officer

John L. Plueger, President and Chief Operating Officer

Grant A. Levy, Executive Vice President, General Counsel and Secretary

3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

DIVISION OF
CORPORATION FINANCE
         March 22, 2012
 Via Facsimile

Mr. Gregory B. Willis Chief Financial Officer Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA  90067

 Re: Air Lease Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 9, 2012
  File No.  1-35121

 Dear Mr. Willis:
We have reviewed your filing 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2011

 Financial Statements

 Note 1 – Summary of Significant Accounting Policies

 Rental of flight equipment, page 65

1. We note that you lease flight equipment prin cipally under operating leases.  We further
note that your flight equipment is potentially  subject to physical de struction.  Please tell
us whether any of your leases contain nonperfor mance related default covenants.  To the
extent that any of your leases contain such c ovenants, please tell us the specific terms of
the covenants and explain to us how you cons ider them in the minimum lease payments

Mr. Gregory B. Willis
Air Lease Corporation March 22, 2012 Page 2

 you use to determine lease classification.  Pleas e also tell us whether any of your leases
contain material adverse change clauses, cross-default provisions , or other subjective
default clauses and explain to us how you consider those provisions in your lease
classification analysis.  Please refer to  ASC 840-10-25-14 and ASC 840-10-25-1(d) for
guidance.

Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
 You may contact Kevin Stert zel at (202) 551-3723, or A nne McConnell at (202) 551-
3709, if you have questions regarding comments on th e financial statements and related matters.
Please contact me at (202) 551-3768 with any other questions.          S i n c e r e l y ,           /s/ W. John Cash          W. John Cash         B r a n c h  C h i e f

CORRESP
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[Munger,
Tolles & Olson LLP Letterhead]

September 2, 2011

WRITER’S DIRECT LINE

(213) 683-9243

(213) 683-4043 FAX

Katherine.Ku@mto.com

VIA EDGAR

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

Amendment No. 5 filed on September 2, 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 and August 22, 2011 (the Registration
Statement as amended on August 22, 2011, “Amendment No. 4”) and as amended by exhibits-only
filings on July 28, 2011 and on August 12, 2011.

Munger, Tolles & Olson LLP

September 2, 2011

Page 2

          The Company is concurrently filing via EDGAR Amendment No. 5 to the Registration Statement
(“Amendment No. 5”), marked in accordance with Rule 310 of Regulation S-T.

          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. 5. Except as otherwise
specifically indicated, page references in the Company’s responses to the Staff’s comments
correspond to the pagination of Amendment No. 5.

General

    1.

    We note your response to comment three in our letter dated July 25, 2011.
Please remove from your registration statement the resale of Class A common stock
underlying the Class B common stock as we do not believe it is appropriate for you to
register such transaction at this time. Please also revise your disclosure wherever
necessary to clarify that the Class B common stock is convertible into Class A common
stock once transferred to a third party unaffiliated with Société Générale S.A, which
wholly owns the selling stockholder of the Class B common stock, Genefinance S.A.

     RESPONSE TO COMMENT 1

          The Company has revised the disclosure on the cover page, the front and back cover pages of
the prospectus, and pages 9, 131, 136, 154, 158, 163, 169, and F-6 to reflect the Staff’s comment.

Selling stockholders, page 131

    2.

    We note your response to comment two in our letter dated July 25, 2011. Please
briefly describe the transaction(s) pursuant to which Genefinance S.A. acquired its
Class B common stock. Also, identify the natural persons who have voting and/or
dispositive authority over the shares owned by American Funds Insurance Series —
Growth Fund covered by footnote 5 and the shares owned by the Fidelity entities covered
by footnote 28. Please ensure that your disclosure is consistent with the guidance we have rendered on this topic in Question 240.04 of our
Regulation S-K Compliance and Disclosure Interpretations.

Munger, Tolles & Olson LLP

September 2, 2011

Page 3

     RESPONSE TO COMMENT 2

          The
Company has revised the disclosure on pages 131, 138, and 143 to reflect the Staff’s
comment.

          Please do not hesitate to contact Rob Knauss at (213) 683-9137, Mark Kim at (213) 683-9144, or
me at (213) 683-9243 with any questions or comments regarding this response letter or Amendment No.
5. Thank you for your assistance.

Respectfully submitted,

/s/
Katherine Ku

Katherine Ku

Encls.

    cc:

    Steven F. Udvar-Házy, Chairman and Chief Executive Officer (w/o encls.)

John L. Plueger, President and Chief Operating Officer (w/o encls.)

Grant A. Levy, Executive Vice President, General Counsel and Secretary (w/o encls.)

Robert B. Knauss, Munger, Tolles & Olson LLP (w/o encls.)

Mark H. Kim, Munger, Tolles & Olson LLP (w/o encls.)

CORRESP
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September 2, 2011

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

     Jay Ingram

Hagen Ganem

    Re:

    Air Lease Corporation

Registration Statement on Form S-1 (File No. 333-173817)

    Acceleration Request

          Requested
Date: September 2, 2011

          Requested Time: 5:00 P.M. Eastern Time

Ladies and Gentlemen:

     Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended,
Air Lease Corporation (the “Company”) hereby respectfully requests that the
above-referenced registration statement on Form S-1 (the “Registration Statement”) be
declared effective at the “Requested Date” and “Requested Time” set forth above, or
as soon thereafter as practicable, or at such later time as the Company or its counsel may orally
request via telephone call to the staff (the “Staff”) of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “Commission”).

     The Company hereby authorizes each of Robert B. Knauss, Mark H. Kim and Katherine Ku of
Munger, Tolles & Olson LLP, counsel to the Company, to make such request on our behalf.

U.S. Securities and Exchange Commission

September 2, 2011

Page 2 of 3

     In connection with this acceleration request, the Company hereby acknowledges that:

    •

    should the Commission or the Staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement;

    •

    the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and

    •

    the Company may not assert comments that it has received from the Staff
and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     We understand that the Staff will consider this request as confirmation by the Company of its
awareness of its responsibilities under the federal securities laws as they relate to the
registration of the securities covered by the Registration Statement.

     We request that we be notified of the effectiveness of the Registration Statement by telephone
call to Mr. Knauss at (213) 683-9137, Mr. Kim at (213) 683-9144 or Ms. Ku at (213) 683-9243.
Please also provide a copy of the Commission’s order declaring the Registration Statement effective
to Ms. Ku via facsimile at (213) 683-4043 and via mail at Munger, Tolles & Olson LLP, 355 South
Grand Avenue, 35th Floor, Los Angeles, California 90071-1560.

* * *

U.S. Securities and Exchange Commission

September 2, 2011

Page 3 of 3

     Please direct any questions or comments regarding this acceleration request to Mr. Knauss at
(213) 683-9137, Mr. Kim at (213) 683-9144 or Ms. Ku at (213) 683-9243.

    Very truly yours,

AIR LEASE CORPORATION

    By:

/s/
Grant A. Levy

    Grant A. Levy

    Title:
    Executive Vice President, General
Counsel
and Secretary

    cc:

    Steven F. Udvar-Házy, Chairman and Chief Executive Officer

John L. Plueger, President and Chief Operating Officer

Robert B. Knauss, Munger, Tolles & Olson LLP

Mark H. Kim, Munger, Tolles & Olson LLP

September 1, 2011
 Via E-mail

John L. Plueger Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067
Re: Air Lease Corporation
Amendment No. 4 to Form S-1 Filed August 22, 2011
  File No. 333-173817

Dear Mr. Plueger:

We have reviewed the above-captioned f iling and have the following comments.

General

1. We note your response to comment three in ou r letter dated July 25, 2011.  Please remove
from your registration statement the resa le of Class A common stock underlying the
Class B common stock as we do not believe it is appropriate for you to register such
transaction at this time.  Please also revise your disclosure wherever necessary to clarify
that the Class B common stock is convertible into  Class A common stock once
transferred to a third party unaffiliated with Société Générale S.A, which wholly owns the selling stockholder of the Class B common stock, Genefinance S.A.
 Selling stockholders, page 131

2. We note your response to comment two in our letter dated July 25, 2011.  Please briefly
describe the transaction(s) pursuant to which Genefinance S.A. acquired its Class B
common stock.  Also, identify the natural pe rsons who have voting and/or dispositive
authority over the shares owned by American Funds Insu rance Series – Growth Fund
covered by footnote 5 and the shares owned by the Fidelity entities covered by footnote
28.  Please ensure that your disclosure is co nsistent with the guida nce we have rendered
on this topic in Question 240.04 of our Re gulation S-K Compliance and Disclosure
Interpretations.

John L. Plueger Air Lease Corporation September 1, 2011 Page 2

 Please contact Hagen Ganem, Staff Attorne y, at (202) 551-3330 or me at (202) 551-3397
with any questions.
Sincerely,  /s/ Jay Ingram  Jay Ingram Legal Branch Chief
 cc: Mark H. Kim, Esq.
Munger, Tolles & Olson LLP (via E-mail)

CORRESP
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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

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

August 22, 2011

Page 2

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

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

August 22, 2011

Page 3

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

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

August 22, 2011

Page 4

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:

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

August 22, 2011

Page 5

    •

    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.

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

August 22, 2011

Page 6

               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

July 25, 2011
 Via E-mail

John L. Plueger Executive Vice President, General Counsel & Secretary Air Lease Corporation 2000 Avenue of the Stars, Suite 1000N Los Angeles, CA 90067
Re: Air Lease Corporation
Amendment No. 1 to Form S-1 Filed July 11, 2011
  File No. 333-173817

Dear Mr. Plueger:

We have reviewed the above-captioned f iling and have the following comments.

General

1. We note that on June 6, 2011, subsequent to fili ng 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, whic h 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 Re lease No. 33-8828 (Aug. 3, 2007).
 Selling stockholders, page 129

2. We note your response to comment four in our letter dated May 19, 2011.  Please
specifically describe the tran saction(s) in which Genefina nce S.A. acquired its Class B
common stock.  In addition, with respect to your disclosure in f ootnotes 5, 9, 11, 13, 22,
23, 28, 33, 34, 37, 38, 39, 50, 51, 61, 69, and 70, we have the following comments:
 Where you have not identified the natural pe rsons 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 Regula tion S-K Compliance and Disc losure Interpretations
available on our website.

John L. Plueger Air Lease Corporation July 25, 2011 Page 2

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

3. We note your reference to “Other Selling Stoc kholders” in your se lling stockholder table
and your disclosure in footnote (92) thereto.  Please clarify whether the number of shares
attributed to “Other Selling Stockholders” in cludes the shares of Class A common stock
underlying the Class B common stock and suppl ementally explain the basis for omitting
the identity of these selling st ockholders at the time of effec tiveness.  If you are relying
on a staff interpretation, please identify the guidance by numbe r and location.

Item 15. Recent sales of unregis tered securities, page II-2

4. Please provide the disclosure required by Item 701 of Regula tion S-K with respect to the
transaction(s) in which Genefinance S.A. acquired its Class B common stock.
 Please contact Hagen Ganem, Staff Attorne y, at (202) 551-3330 or me at (202) 551-3397
with any questions.
Sincerely,  /s/ Jay Ingram  Jay Ingram Legal Branch Chief
 cc: Mark H. Kim, Esq.
Munger, Tolles & Olson LLP (via E-mail)

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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.

Munger, Tolles & Olson LLP

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

Munger, Tolles & Olson LLP

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

Munger, Tolles & Olson LLP

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

May 19, 2011

John L. Plueger
Executive Vice President,
General Counsel & Secretary
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067

Re: Air Lease Corporation
Registration Statement on Form S -1
Filed April 29, 2011
  File No. 333 -173817
 Dear Mr. Plueger :

We have limited our review of your registration statement to those issues we have
addressed in our 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.  Where you do not believe our comments apply to your facts and circumstances or do not believe 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.

General
1. We note that you are registering the resale of the Class A Common St ock 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.

John L. Plueger
Air Lease Corporation
May 19, 2011
Page 2

• 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 av ailability 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.

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 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.

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 Di sclosure
Interpretations available on our website.

Selling stockholders, page 130
4. Please complete your disclosure under this heading in the following manner:

• Provide the disclosure required by Item 507 of Regulation S -K by, among other
things, indicating the number of shares and, if greater than one percent, the
percentage of outstanding common stock each selling stockholder will hold upon completion of the offerings assuming all of the shares covered by the re gistration
statement are sold.

• Identify each selling stockholder and indicate which, if any, selling stockholder is a
broker -dealer or an affiliate of a broker -dealer.

John L. Plueger
Air Lease Corporation
May 19, 2011
Page 3

• Identify the natural persons who have voting and/or dispositive authority over the
common stock beneficially owned by a ny legal entities.  Please refer to Question
140.02 of our Regulation S -K Compliance and Disclosure Interpretations available on
our website.

• Describe the transactions pursuant to which each selling stockholder acquired its
shares and indicate the dates on which each transaction took place.

 Item 17. Undertakings, page II -6
5. Please provide the undertaking required by Item 512(a)(5)(ii) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing  to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsibl e for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company acknow ledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

John L. Plueger
Air Lease Corporation
May 19, 2011
Page 4

Please refer to Rules 460 and 461 regarding requests for  acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Hagen Ganem, Staff Attorney, at (202) 551- 3330 or me  at (202) 551- 3397
with any questions.
Sincerely,
   Jay Ingram
Legal Branch Chief
 cc: Robert B. Knauss , Esq.
 Mark H. Kim, Esq.
Munger, Tolles &  Olson LLP  (via facsimile at (213) 683- 5137)

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[COMPANY LETTERHEAD]

April 8, 2011

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Ms. Pamela Long

Ms. Chambre Malone

Mr. Kevin Stertzel

Ms. Anne McConnell

Ms. Jennifer Hardy

                        Re:

    Air Lease Corporation

Registration Statement on Form S-1 (File No. 333-171734); and

Registration Statement on Form 8-A (File No. 001-35121)

Acceleration Request

     Requested Date: April 8, 2011

     Requested Time: 5:00 P.M. Eastern Time

Ladies and Gentlemen:

     Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended,
Air Lease Corporation (the “Company”) hereby respectfully requests that the
above-referenced registration statement on Form S-1 (the “Registration Statement”) be
declared effective at the “Requested Date” and “Requested Time” set forth above, or
as soon thereafter as practicable, or at such later time as the Company or its counsel may orally
request via telephone call to the staff (the “Staff”) of the Division of Corporation
Finance of the U.S. Securities and Exchange Commission (the “Commission”). The Company
also requests that the above-referenced registration statement on Form 8-A filed with the
Commission on April 4, 2011 (the “Form 8-A”) be declared effective concurrently with the
Registration Statement.

U.S. Securities and Exchange Commission

April 8, 2011

Page 2 of 3

     The Company hereby authorizes each of Robert B. Knauss, Mark H. Kim and Katherine Ku of
Munger, Tolles & Olson LLP, counsel to the Company, to make such request on our behalf.

     In connection with this acceleration request, the Company hereby acknowledges that:

    •

    should the Commission or the Staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration Statement;

    •

    the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and

    •

    the Company may not assert comments that it has received from the Staff
and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

     We understand that the Staff will consider this request as confirmation by the Company of its
awareness of its responsibilities under the federal securities laws as they relate to the issuance
of the securities covered by the Registration Statement.

     We request that we be notified of the effectiveness of the Registration Statement by telephone
call to Mr. Knauss at (213) 683-9137, Mr. Kim at (213) 683-9144 or Ms. Ku at (213) 683-9243.
Please also provide a copy of the Commission’s order declaring the Registration Statement effective
to Ms. Ku via facsimile at (213) 683-4043 and via mail at Munger, Tolles & Olson LLP, 355 South
Grand Avenue, 35th Floor, Los Angeles, California 90071-1560.

     Under separate cover, J. P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as
representatives of the underwriters of the issuance of the securities being registered, are sending
the Commission a letter joining in this request for acceleration of the effective date of the
Registration Statement. The representatives will also provide you with information with respect to
the status of the Financial Industry Regulatory Authority’s review of the Registration Statement
prior to the effective date, including acknowledgment of their obligations under FINRA Rule 5110.

*     *     *

U.S. Securities and Exchange Commission

April 8, 2011

Page 3 of 3

     Please direct any questions or comments regarding this acceleration request to Mr. Knauss at
(213) 683-9137, Mr. Kim at (213) 683-9144 or Ms. Ku at (213) 683-9243.

    Very truly yours,

    AIR LEASE CORPORATION

    /s/ Grant A. Levy

    By:

    Grant A. Levy

    Title:

    Executive Vice President, General

    Counsel and Secretary

    cc:

    Steven F. Udvar-Házy, Chairman and Chief Executive Officer

John L. Plueger, President and Chief Operating Officer

Robert B. Knauss, Munger, Tolles & Olson LLP

Mark H. Kim, Munger, Tolles & Olson LLP

Joseph A. Hall, Davis Polk & Wardwell LLP

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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

CORRESP
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corresp

[Munger, Tolles & Olson LLP Letterhead]

March 25, 2011

    VIA EDGAR AND FEDERAL EXPRESS

  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.

    Washington, D.C. 20549

    Attention:

    Ms. Pamela Long

    Ms. Chambre Malone

    Mr. Kevin Stertzel

    Ms. Anne McConnell

    Ms. Jennifer Hardy

          Re:

    Air Lease Corporation

Registration Statement on Form S-1

File No. 333-171734, initially filed on January 14, 2011

Amendment No. 1 filed on February 14, 2011

Amendment No. 2 filed on February 22, 2011

Amendment No. 3 filed on March 7, 2011

Amendment No. 4 filed on March 11, 2011

Amendment No. 5 filed on March 25, 2011

Ladies and Gentlemen:

     On behalf of Air Lease Corporation (the “Company”), we submit this letter in response
to the comment from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) received by letter dated March 21, 2011 relating to the above-referenced
registration statement (the “Registration Statement”) filed with the Commission on Form S-1
(File No. 333-171734) on January 14, 2011, amended by exhibits-only filings on February 14,

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

March 25, 2011

Page 2

2011 and March 7, 2011, and amended on February 22, 2011 and March 11, 2011 (the Registration Statement
as amended on March 11, 2011, “Amendment No. 4”).

     The Company is concurrently filing via EDGAR Amendment No. 5 to the Registration Statement
(“Amendment No. 5”), marked in accordance with Rule 310 of Regulation S-T. For the
convenience of the Staff, we are supplementally providing five (5) blacklined copies, complete with
exhibits, of Amendment No. 5, marked to show changes from Amendment No. 4 filed on March 11, 2011.

     In this letter, we have recited the comment from the Staff in italicized type and have
followed such comment with the Company’s response.

General

    1.

    We note your response to prior comment three in our letter dated March 7, 2011.
Please tell us whether or not to the best of your knowledge, understanding and belief
your aircraft are used or will be used on routes to Iran, Syria and/or Sudan by Air
Arabia and Etihad Airways.

     RESPONSE TO COMMENT 1

     The Company respectfully refers the Staff to its response to comment three set forth in its
letter to the Staff dated March 11, 2011. As stated in that response, the Air Arabia lease
requires the lessee (i) to comply with all applicable laws, including all laws applying to the
Company, (ii) to ensure that the aircraft is not used for any illegal purpose and (iii) to not
cause or permit the aircraft to proceed to, or remain at, any country to which the export and/or
use of Airbus aircraft is not permitted under any sanction orders or legislation promulgated by any
country having jurisdiction over the Company. The Etihad Airways lease prohibits the use or
operation of aircraft in violation of any applicable law, rule or regulation, and further prohibits
the lessee from causing or permitting the aircraft to be flown or transported to any airport or
jurisdiction if so doing would cause the Company to be in violation of the laws, rules, regulations
or decrees of the U.S. or to be in breach of any U.S. sanction. The Company is not aware of any
past or current violation of these contractual provisions, including any past or current violation
involving the use of the Airbus aircraft subject to these leases on routes to Iran, Syria and/or
Sudan.

*      *      *      *      *

     The Company is supplementally providing the Staff, under separate cover, a draft of the
opinion of Munger, Tolles & Olson LLP that the Company anticipates filing as Exhibit 5.1 to its
next amendment to the Registration Statement.

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

March 25, 2011

Page 3

     The Company supplementally advises the Staff that it is currently in negotiations to amend the
Warehouse Loan Agreement filed as Exhibit 10.1 to the Registration Statement on January 14, 2011.
If that amendment (the “Warehouse Loan Agreement Amendment”) is executed prior to the time
that the Company files its next amendment to the Registration Statement, the Company anticipates
filing the Warehouse Loan Agreement Amendment as an exhibit to such amendment to the Registration
Statement and adding additional disclosure to the prospectus contained in such amendment describing
certain terms of the Warehouse Loan Agreement Amendment. The Company is supplementally providing
the Staff, under separate cover, marked pages from the prospectus contained in Amendment No. 5 that
reflect the additional disclosure that the Company anticipates it will add to the prospectus
contained in its next amendment to the Registration Statement if the Warehouse Loan Agreement
Amendment, as currently contemplated, is executed prior to the filing of such amendment.

     The Company further supplementally advises the Staff that it is currently in negotiations to
issue $100–120 million of five-year bonds in a private placement with two qualified institutional
buyers. The bonds would bear interest at a fixed rate of approximately 6.00%. If the closing of
this bond issuance is completed prior to the time that the Company files its next amendment to the
Registration Statement, the Company anticipates disclosing the above terms of this issuance under “Management’s
discussion and analysis of financial condition and results of operations—Liquidity and capital
resources—Recent initiatives” (currently on page 55 of Amendment No. 5) and Note 13. Subsequent Events to the financial statements
(currently on page F-22 of Amendment No. 5).

     Please do not hesitate to contact Rob Knauss at (213) 683-9137 or me at (213) 683-9144 with
any questions or comments regarding this response letter or Amendment No. 5. Thank you for your
assistance.

    Respectfully submitted,

    /s/ Mark H. Kim

    Mark H. Kim

Encls.

    cc:

    Steven F. Udvar-Házy, Chairman and Chief Executive Officer (w/o encls.)

John L. Plueger, President and Chief Operating Officer (w/o encls.)

Grant A. Levy, Executive Vice President, General Counsel and Secretary (w/o encls.)

Robert B. Knauss, Munger, Tolles & Olson LLP (w/o encls.)

Joseph A. Hall, Davis Polk & Wardwell LLP (w/o encls.)

March 21, 2011

John L. Plueger
President & Chief Operating Officer  Air Lease Corporation  2000 Avenue of the Stars, Suite 600N  Los Angeles, CA 90067
Re: Air Lease Corporation
Amendment No. 4 to Registrati on Statement on Form S-1
Filed March 11, 2011
  File No. 333-171734

Dear Mr. Plueger:

We have reviewed your amended registra tion statement and response letter filed
March 11, 2011 and have the following comment.
After reviewing any amendment to your re gistration statement and the information you
provide in response to the comment, we may have additional comments.
 General

1. We note your response to prior comment thr ee in our letter dated March 7, 2011.  Please
tell us whether or not to the best of  your knowledge, understanding and belief your
aircraft are used or will be used on routes  to Iran, Syria and/or Sudan by Air Arabia and
Etihad Airways.  You may contact Kevin Stertzel  at (202) 551-3723 or, in hi s absence, Anne McConnell,
at (202) 551-3709 if you have ques tions regarding financial statem ents and related matters.  You
may contact Jennifer Hardy at (202) 551-3767 if you have questi ons regarding the comment on
contacts with Iran, Syria and Sudan.  Please contact Chambre Malone at (202) 551-3262 or, in her absence, me at (202) 551-3765 with any other questions.
Sincerely,

Pamela Long
Assistant Director

Mr. John L. Plueger Air Lease Corporation  March 21, 2011  Page 2

cc: Robert B. Knauss, Esq. ( via facsimile at  (213) 683-5137)
Munger, Tolles & Olson LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071

CORRESP
1
filename1.htm

corresp

[Munger,
Tolles & Olson LLP Letterhead]

March 11, 2011

VIA
EDGAR AND FEDERAL EXPRESS

    WRITER’S DIRECT LINE

    (213) 683-9144

    (213) 683-5144 FAX

    U.S. Securities and Exchange Commission

    Mark.Kim@mto.com

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Pamela Long

Ms. Chambre Malone

Mr. Kevin Stertzel

Ms. Anne McConnell

Ms. Jennifer Hardy

         Re:

    Air Lease Corporation

Registration Statement on Form S-1

File No. 333-171734, initially filed on January 14, 2011

Amendment No. 1 filed on February 14, 2011

Amendment No. 2 filed on February 22, 2011

Amendment No. 3 filed on March 7, 2011

Amendment No. 4 filed on March 11, 2011

Ladies and Gentlemen:

          On behalf of Air Lease Corporation (the “Company”), we submit this letter in response
to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) received by letter dated March 7, 2011 relating to the above-referenced
registration statement (the “Registration Statement”) filed with the Commission on Form S-1
(File No. 333-171734) on January 14, 2011, amended by
exhibits-only filings on February 14, 2011

 Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

March 11, 2011

Page 2

and March 7, 2011, and amended on February 22, 2011 (the Registration Statement as amended on
February 22, 2011, “Amendment No. 2”).

          The Company is concurrently filing via EDGAR Amendment No. 4 to the Registration Statement
(“Amendment No. 4”), marked in accordance with Rule 310 of Regulation S-T. For the
convenience of the Staff, we are supplementally providing five (5) blacklined copies, complete with
exhibits, of Amendment No. 4, marked to show changes from Amendment No. 2 filed on February 22,
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 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. 4.

General

    1.

    We note that you have requested confidential treatment for portions of several
exhibits filed with your registration statement. We will send our comments on your
confidential treatment applications under separate cover. Please be advised that we
will not accept a request for acceleration until all comments on the confidential
treatment applications are resolved.

    RESPONSE TO COMMENT 1

    The Company respectfully acknowledges the Staff’s comment.

    2.

    We note from pages 1, 4, 75 and 77 of your Form S-1 that you lease aircraft to
airline customers in the Middle East and Africa. Iran and Syria, located in the Middle
East, and Sudan, located in Africa, are identified by the State Department as state
sponsors of terrorism, and are subject to U.S. economic sanctions and export controls.
We note that your Form S-1 does not include disclosure regarding contacts with Iran,
Syria or Sudan. Please describe to us the nature and extent of your past, current, and
anticipated contacts with the referenced countries, if any, whether through
subsidiaries, lessees, customers or other direct or indirect arrangements. In this
respect, we note from your Form S-1 and from your website that you lease planes to
Saudi Arabia’s Air Arabia and UAE’s Etihad Airways and note from each of these
company’s websites that they fly to cities in Iran, Syria and Sudan. Your response
should describe any services or products you have provided to Iran, Syria or Sudan
and any agreements, commercial arrangements, or other contacts you have had with the
governments of these countries or entities controlled by these governments.

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

March 11, 2011

Page 3

    RESPONSE TO COMMENT 2

          The Company respectfully advises the Staff that it has, and has had, no contact with Iran,
Syria or Sudan, the governments of Iran, Syria or Sudan, or entities controlled by these
governments regarding any commercial agreements, arrangements, services or products, nor does it
anticipate having any such contact while current U.S. economic sanctions and export controls remain
in place.

    3.

    Please tell us whether your agreements with Air Arabia, Etihad Airways and other
customers prohibit the use of aircraft leased from you on routes serving Iran, Syria
and/or Sudan and if not, whether to the best of your knowledge, understanding and belief
your aircraft are used or will be used on such routes.

    RESPONSE TO COMMENT 3

          The Company’s form aircraft lease agreement prohibits the use or operation of aircraft in
violation of any applicable law. The agreement further prohibits the lessee from causing aircraft
to be flown or transported to any airport or jurisdiction if so doing would violate any applicable
law. The one Airbus aircraft on lease to Air Arabia LLC (organized in the United Arab Emirates)
and the one Airbus aircraft on lease to Etihad Airways PJSC (also organized in the United Arab
Emirates) were subject to already existing leases at the time they were acquired by the Company.
The Air Arabia lease requires the lessee (i) to comply with all applicable laws, including all laws
applicable to the Company, (ii) to ensure that the aircraft is not used for any illegal purpose and
(iii) to not cause or permit the aircraft to proceed to, or remain at, any country to which the
export and/or use of Airbus aircraft is not permitted under any sanction orders or legislation
promulgated by any country having jurisdiction over the Company. The Etihad Airways lease was
amended and restated and contains provisions substantially similar to the provisions from the
Company’s form aircraft lease agreement described above.

Prospectus summary, page 1

Operations to date, page 2

Aircraft purchase commitments, page 2

    4.

    We note your response to comment 12 in our letter dated February 10, 2011.
However, please confirm to us that there are currently no significant probable
acquisitions for which historical financial statements could be required.

    RESPONSE TO COMMENT 4

          The Company respectfully refers the Staff to its response to comment 37 set forth in its
letter to the Staff dated February 22, 2011. Based on the principles supporting the analysis set
forth in the Company’s response to comment 37, the Company advises the Staff that it has

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

March 11, 2011

Page 4

concluded that there are currently no significant probable acquisitions of aircraft for which
historical financial statements would be required.

Enter into strategic ventures, page 4

    5.

    We note your response to comment 15 in our letter dated February 10, 2011.
Please revise your disclosure in this section to include the information contained
in your response.

    RESPONSE TO COMMENT 5

          The
Company has revised the disclosure on pages 4 and 84 to reflect the Staff’s comment.

Increases in fuel costs could materially adversely affect our leases and by extension the
demand for our aircraft, page 34

    6.

    We note your discussion of the risk of fuel cost increases “that could occur in
the future” and your reference to the high cost of fuel in 2008. Please revise your
disclosure to discuss how your business has been, is or may be impacted by the
current rising oil prices, which have reportedly risen to levels not seen
since 2008. For example, we note recent news reports that the IATA has downgraded
its 2011 airline profitability forecast. Please further discuss the increasing
pressure on the world oil supply due to the ongoing unrest in Libya and the Middle
East and how those current conflicts may impact fuel costs, which may in turn
adversely impact demand for your aircraft.

    RESPONSE TO COMMENT 6

          The
Company has revised the disclosure on pages 8 and 34 to reflect the Staff’s comment.

Provisions in Delaware law and our restated certificate of incorporation and amended
and restated bylaws . . . , page 41

    7.

    We note your disclosure in the last paragraph on page 134. Please revise this
risk factor to also reference the forum selection clause in your amended and
restated bylaws.

    RESPONSE TO COMMENT 7

          The Company has revised the disclosure on page 42 to reflect the Staff’s comment.

Use of proceeds, page 43

    8.

    We note your response to comment 21 in our letter dated February 10, 2011.
Please revise your disclosure to include the factors you list in your response.

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

March 11, 2011

Page 5

    RESPONSE TO COMMENT 8

          The Company has revised the disclosure on page 44 to reflect the Staff’s comment.

Overview of the aircraft leasing industry, page
63

Worldwide airline industry outlook, page
64

    9.

    We note that you have shifted your discussion in this section from primarily
discussing the airline industry’s profitability to focusing on the growth rates for
passenger and cargo traffic. Please tell us what consideration you have given to
disclosing, in quantitative terms, that IATA’s current 2011 airline profitability
forecast represents a significant decrease from the actual reported 2010
airline industry net profits of approximately $16 billion. Please also tell us your
basis for concluding that this information is not material to potential investors in
your company.

    RESPONSE TO COMMENT 9

          The
Company has received a revised report from AVITAS that, among other
things, compares IATA’s March 2011 estimate
of 2010 airline profitability with its March 2011 airline profitability forecast, and has
reflected that revised report in the section of the prospectus titled “Overview of the aircraft
leasing industry—Worldwide airline industry outlook.”
Specifically, the disclosure on pages 68–70
has been revised to more fully address the topic of forecasted airline industry profitability. In
addition, the Company has also revised the disclosure on page 54.

Executive compensation, page 100

Elements of the executive compensation program, page
103

Annual bonus, page 103

    10.

    We note your response to comment 30 in our letter dated February 10, 2011 and
your revised disclosure in the third paragraph on page 103. We reissue the comment.
Please note that we are requesting disclosure of the company financial performance
targets and individual objectives applicable to each named executive officer with
respect to the annual bonuses awarded for 2010. Please refer to Items 402(a)(4),
(b)(2)(v) and (b)(2)(vii) of Regulation S-K. Please also disclose the actual
results with respect to each performance target and individual objective for each
named executive officer.

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

March 11, 2011

Page 6

    RESPONSE TO COMMENT 10

          The Company has revised the disclosure on page 107 to reflect the Staff’s comment.

    11.

    Please disclose when the annual bonuses were awarded to the named executive
officers and how the compensation committee determined when to grant the awards.
See Item 402(b)(2)(iv) of Regulation S-K.

    RESPONSE TO COMMENT 11

          The
Company has revised the disclosure on pages 107–108 to reflect the Staff’s comment.

Employment agreements and arrangements, page 110

    12.

    We note your disclosure in the second and third paragraphs on page 112
regarding the 2011 base salary increases for Mr. Levy and Mr. Chen. Please revise
your disclosures with respect to Mr. Levy and Mr. Chen on page 112 to specifically
disclose why their base salaries were increased for 2011.

    RESPONSE TO COMMENT 12

          The
Company has revised the disclosure on page 117 to reflect the Staff’s comment.

Certain material U.S. federal income tax considerations . . . , page 139

    13.

    We note your response to comment 34 in our letter dated February 10, 2011. Please
delete “certain” from the title of this section and in the first sentence as it implies
that you are only discussing some, but not all, of the material tax consequences.

    RESPONSE TO COMMENT 13

          The
Company has revised the disclosure on page 144 to reflect the Staff’s comment.

Consolidated Financial Statements

Consolidated Statement of Cash Flows, page F-6

    14.

    We note your response to comment 37 in our letter dated February 10, 2011.
However, in order for investors to fully understand why historical financial statements
have not been presented, we continue to believe that you should provide additional
disclosures in MD&A that better explain the transactions that resulted in the
acquisition of your current fleet, as noted in your response. It appears to us that
your disclosures should include: the number of aircraft you acquired subject to
existing

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

March 11, 2011

Page 7

    leases; the number of owners and operators from who you acquired aircraft; and the size
ranges of your individual acquisition transactions.

    RESPONSE TO COMMENT 14

          The
Company has revised the disclosure on page 53 to reflect the Staff’s comment.

Note
1 - Summary of Significant Accounting Policies, page
F-7

c. Rental of Flight Equipment, page F-7

    15.

    We note your response to comment 39 in our letter dated February 10, 2011.
However, we continue to believe that you should provide additional disclosures under
critical accounting policies in MD&A that better explain when and how you determine
the portion of supplemental maintenance rent that you are virtually certain will not
be reimbursed to the lessee, as noted in your response.

    RESPONSE TO COMMENT 15

          The
Company has revised the disclosure on pages 61–63 to reflect the Staff’s comment.

          Please do not hesitate to contact Rob Knauss at (213) 683-9137 or me at (213) 683-9144 with
any questions or comments regarding this response letter or Amendment No. 4. Thank you for your
assistance.

Respectfully submitted,

/s/
Mark H. Kim

Mark H. Kim

Encls.

    cc:

    Steven F. Udvar-Házy, Chairman and Chief Executive Officer (w/o encls.)

John L. Plueger, President and Chief Operating Officer (w/o encls.)

Grant A. Levy, Executive Vice President, General Counsel and Secretary (w/o encls.)

Robert B. Knauss, Munger, Tolles & Olson LLP (w/o encls.)

Joseph A. Hall, Davis Polk & Wardwell LLP (w/o encls.)

March 7, 2011

John L. Plueger
President & Chief Operating Officer  Air Lease Corporation  2000 Avenue of the Stars, Suite 600N  Los Angeles, CA 90067
Re: Air Lease Corporation
Amendment No. 2 to Registrati on Statement on Form S-1
Filed February 22, 2011
  File No. 333-171734

Dear Mr. Plueger:

We have reviewed your amende d registration statement and response letter filed February
22, 2011 and have the following comments.
 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 believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you have requested confidential treatment for portions of several exhibits
filed with your registration statement.  We  will send our comments on your confidential
treatment applications under separate cover.  Please be advised that we will not accept a request for acceleration until all comments on the confidential treatment applications are
resolved.
2. We note from pages 1, 4, 75 and 77 of your Form  S-1 that you lease aircraft to airline
customers in the Middle East and Africa.  Ir an and Syria, located in the Middle East, and
Sudan, located in Africa, are identified by th e State Department as state sponsors of
terrorism, and are subject to U.S. economic sa nctions and export controls.  We note that
your Form S-1 does not include disclosure re garding contacts with Iran, Syria or Sudan.
Please describe to us the nature  and extent of your past, curr ent, and anticipated contacts
with the referenced countries, if any, whet her through subsidiaries, lessees, customers or
other direct or indirect arra ngements.  In this respect, we note from your Form S-1 and

Mr. John L. Plueger Air Lease Corporation
March 7, 2011  Page 2

from your website that you lease planes to Saudi Arabia’s Air Arabia and UAE’s Etihad
Airways and note from each of these company’s websites that they fly to cities in Iran,
Syria and Sudan.  Your response should describe any services or products you have
provided to Iran, Syria or Suda n and any agreements, commerci al arrangements, or other
contacts you have had with the governments of  these countries or entities controlled by
these governments.
3. Please tell us whether your agreements w ith Air Arabia, Etihad  Airways and other
customers prohibit the use of aircraft leased from you on routes serving Iran, Syria and/or
Sudan and if not, whether to the best of  your knowledge, understanding and belief your
aircraft are used or will  be used on such routes.

Prospectus summary, page 1

Operations to date, page 2

Aircraft purchase commitments, page 2

4. We note your response to comment 12 in our letter dated February 10, 2011.  However,
please confirm to us that there are curre ntly no significant probable acquisitions for
which historical financial st atements could be required.
 Enter into strategic ventures, page 4

5. We note your response to comment 15 in our letter dated February 10, 2011.  Please
revise your disclosure  in this section to include th e information contained in your
response.

Increases in fuel costs could materially advers ely affect our leases a nd by extension the demand
for our aircraft, page 34

6. We note your discussion of the risk of fuel co st increases “that could occur in the future”
and your reference to the high cost of fuel in 2008.  Please revise your disclosure to
discuss how your business has been, is or may be impacted by the current  rising oil
prices, which have reportedly risen to levels not seen sinc e 2008.  For example, we note
recent news reports that the IATA has downgrad ed its 2011 airline profitability forecast.
Please further discuss the increasing pressure  on the world oil supply due to the ongoing
unrest in Libya and the Middle East and how those current conflicts may impact fuel
costs, which may in turn adversel y impact demand for your aircraft.

Mr. John L. Plueger Air Lease Corporation
March 7, 2011  Page 3

Provisions in Delaware law and our restated certificate of incorporation and amended and
restated bylaws . . . , page 41

7. We note your disclosure in the last paragraph on page 134.  Pleas e revise this risk factor
to also reference the forum selection clause  in your amended and restated bylaws.
 Use of proceeds, page 43

8. We note your response to comment 21 in our letter dated February 10, 2011.  Please
revise your disclosure to  include the factors you list in your response.

Overview of the aircraft leasing industry, page 63

Worldwide airline i ndustry outlook, page 64

9. We note that you have shifted your discussion in  this section from primarily discussing
the airline industry’s profitability to focusi ng on the growth rates for passenger and cargo
traffic.  Please tell us what  consideration you have given to disclosing, in quantitative
terms, that IATA’s current 2011 airline prof itability forecast represents a significant
decrease from the actual  reported 2010 airline industry ne t profits of approximately $16
billion.  Please also tell us your basis for concluding that this information is not material
to potential investors in your company.
 Executive compensation, page 100

Elements of the executive compensation program, page 103
 Annual bonus, page 103

10. We note your response to comment 30 in our  letter dated February 10, 2011 and your
revised disclosure in the third paragraph on page 103.  We reissue the comment.  Please
note that we are requesting disclosure of th e company financial performance targets and
individual objectives applicable to each named executive officer with respect to the annual bonuses awarded for 2010.  Please refe r to Items 402(a)(4), (b)(2)(v) and
(b)(2)(vii) of Regulation S-K.  Please also disclose the actual results with respect to each performance target and individual objective for each named executive officer.
11. Please disclose when the annual bonuses were  awarded to the named executive officers
and how the compensation committee determined  when to grant the awards.  See Item
402(b)(2)(iv) of Regulation S-K.

Mr. John L. Plueger Air Lease Corporation
March 7, 2011  Page 4

Employment agreements and arrangements, page 110

12. We note your disclosure in the second and third paragraphs on page 112 regarding the
2011 base salary increases for Mr. Levy and Mr. Chen.  Please revi se your disclosures
with respect to Mr. Levy and Mr. Chen on pa ge 112 to specifically disclose why their
base salaries were increased for 2011.
Certain material U.S. federal income tax considerations . . . , page 139

13. We note your response to comment 34 in our letter dated February 10, 2011.  Please
delete “certain” from the title of this secti on and in the first sentence as it implies that you
are only discussing some, but not all, of  the material tax consequences.

Consolidated Financial Statements

Consolidated Statement of Cash Flows, page F-6

14. We note your response to comment 37 in our letter dated February 10, 2011.  However,
in order for investors to fully understand why historical financial statements have not
been presented, we continue to believe that  you should provide additional disclosures in
MD&A that better explain the tr ansactions that resulted in the acquisition of your current
fleet, as noted in your response.  It appears to us that your disclosures should include: the
number of aircraft you acquired subject to ex isting leases; the number of owners and
operators from who you acquired aircraf t; and the size ranges of your individual
acquisition transactions.

Note 1 – Summary of Significant Accounting Policies, page F-7

c. Rental of Flight Equipment, page F-7

15. We note your response to comment 39 in our letter dated February 10, 2011.  However,
we continue to believe that you should provi de additional disclosures under critical
accounting policies in MD&A that better explain when and how you determine the
portion of supplemental maintenance rent that  you are virtually certain will not be
reimbursed to the lessee, as  noted in your response.

You may contact Kevin Stertzel  at (202) 551-3723 or, in hi s absence, Anne McConnell,
at (202) 551-3709 if you have questions regard ing comments on the financial statements and
related matters.  You may contact Jennifer Hardy at (202) 551-3767 if you have questions
regarding comments on contacts with Iran, Syria a nd Sudan.  Please contact Chambre Malone at
(202) 551-3262 or, in her absence, me at  (202) 551-3765 with any other questions.

Mr. John L. Plueger Air Lease Corporation  March 7, 2011  Page 5

Sincerely,

Pamela Long Assistant Director
  cc: Robert B. Knauss, Esq. ( via facsimile at  (213) 683-5137)
Munger, Tolles & Olson LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071

CORRESP
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[Munger, Tolles & Olson LLP Letterhead]

February 22, 2011

    WRITER’S DIRECT LINE

    (213) 683-9144

    (213) 683-5144 FAX

    Mark.Kim@mto.com

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:

    Ms. Pamela Long

Ms. Chambre Malone

Mr. Kevin Stertzel

Ms. Anne McConnell

         Re:

    Air Lease Corporation

Registration Statement on Form S-1

File No. 333-171734, initially filed on January 14, 2011

Amendment No. 1 filed on February 14, 2011

Amendment No. 2 filed on February 22, 2011

Ladies and Gentlemen:

          On behalf of Air Lease Corporation (the “Company”), we submit this letter in response
to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) received by letter dated February 10, 2011 relating to the
above-referenced registration statement (the “Registration Statement”) filed with the
Commission on Form S-1 (File No. 333-171734) on January 14, 2011, and amended by an exhibits-only
filing on February 14, 2011 (the Registration Statement as amended, “Amendment No. 1”).

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

February 22, 2011

Page 2

          The Company is concurrently filing via EDGAR Amendment No. 2 to the Registration Statement
(“Amendment No. 2”), 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. 2, marked to show changes from the Registration Statement filed on
January 14, 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 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. 2.

General

    1.

    We note that you have not provided a price range for your offering. Please revise your
filing to include a price range. Since the price range triggers a number of disclosure
matters, we will need sufficient time to process the amendment when it is included. Please
understand that its effect on disclosure throughout may cause us to raise issues on areas not
previously commented upon.

          RESPONSE TO COMMENT 1

          The Company respectfully acknowledges the Staff’s comment and confirms that it will include a
price range for the offering in a subsequent amendment to the Registration Statement. The Company
further acknowledges that it will need to provide the Staff with sufficient time to process the
amendment when the price range is included.

    2.

    As soon as practicable, please furnish to us a statement as to whether the amount of
compensation to be paid to the underwriters has been cleared by FINRA. Prior to the
effectiveness of your registration statement, please provide us with a copy of the clearance
letter or a call from FINRA informing us that FINRA has no additional concerns.

          RESPONSE TO COMMENT 2

          The Company respectfully acknowledges the Staff’s comment and confirms that it will furnish,
as soon as practicable, a statement as to whether the amount of compensation to be paid to the
underwriters has been cleared by the Financial Industry Regulatory Authority (“FINRA”).
The Company further acknowledges that, prior to the effectiveness of the Registration Statement, it
will need to provide a copy of the clearance letter from FINRA to the
Commission or cause FINRA to call the
Commission, in order to inform the Commission that FINRA has no additional concerns.

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

February 22, 2011

Page 3

    3.

    The preliminary prospectus you circulate must include all information required by U.S.
federal securities laws, except information you may exclude in reliance upon Rule 430A of
Regulation C. We may have additional comments after you fill in all blanks and file all
exhibits, including the legality opinion.

          RESPONSE TO COMMENT 3

          The Company respectfully acknowledges the Staff’s comment.

    4.

    Please monitor your requirement to provide updated financial information. Refer to Rule 3-12
of Regulation S-X.

          RESPONSE TO COMMENT 4

          The Company respectfully acknowledges the Staff’s comment.

    5.

    Please provide a currently dated, signed auditors’ consent with your next amendment.

          RESPONSE TO COMMENT 5

          The Company respectfully acknowledges the Staff’s comment and confirms that it has provided a
currently dated, signed auditors’ consent as Exhibit 23.1 to Amendment No. 2.

Industry and market data, page i

    6.

    We note that your disclosure contains market and industry information from a report prepared
by AVITAS. Please provide us with a copy of the AVITAS report, clearly marked to highlight
the portion or section that contains the information and cross-reference it to the appropriate
location in your filing. We may have additional comments after we review your response.

          RESPONSE TO COMMENT 6

          The Company respectfully acknowledges the Staff’s comment and is providing the Staff with a
copy of the AVITAS report under separate cover. The report is unmarked as the Company has
incorporated the entirety of the report as the “Overview of the aircraft leasing industry” section
of the Registration Statement.

    7.

    Please be advised that you are responsible for the information you disclose in your
prospectus. Therefore, please delete the disclaimer in the second sentence regarding the
accuracy and completeness of the market data.

          RESPONSE TO COMMENT 7

          The Company has revised the disclosure on page i to reflect the Staff’s comment.

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

February 22, 2011

Page 4

Prospectus summary, page 1

    8.

    We note your reference to market trends in your discussion. Throughout the prospectus,
please revise to state your basis or source for the statements you make with regard to market
information and trends. For example, you have not provided source information for the
statements in the second sentence of the fourth paragraph regarding demand for passenger
airline travel and market saturation, the statement regarding demand and growth in the second
paragraph on page three.

          RESPONSE TO COMMENT 8

          The
Company has revised the disclosure on pages 1, 3–4 and 7 to reflect the Staff’s comment.

    9.

    To the extent comments in this section affect other portions of the prospectus, please revise
the prospectus throughout accordingly.

          RESPONSE TO COMMENT 9

          The Company has revised the disclosure on pages 16, 75 and 79–80 to reflect the Staff’s
comment.

Our company, page 1

    10.

    We note your statement in the second paragraph that you owned 40 aircraft as of December 31,
2010. Please revise to disclose the number of used and new aircraft that comprise the 40
aircraft.

          RESPONSE TO COMMENT 10

          The Company has revised the disclosure on pages 1, 52 and 74 to reflect the Staff’s comment.

    11.

    You state in the second paragraph that all of the aircraft you currently own are leased or
are subject to lease. Please revise to disclose the number of aircraft actually leased and
explain what you mean by “subject to lease” (e.g. does this mean that you have entered into a
binding lease commitment but delivery of the aircraft has not yet occurred?).

          RESPONSE TO COMMENT 11

          The Company has revised the disclosure on pages 1 and 74 to reflect the Staff’s comment.

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

February 22, 2011

Page 5

Operations to date, page 2

Current fleet, page 2

    12.

    We note that you anticipate your fleet will grow to over 100 aircraft at the end of 2011.
Based on the size of your fleet at the end of 2010 and your disclosed purchase commitments in
2011, please clarify how you intend to grow your fleet to over 100 aircraft at the end of
2011. If there are any other probable agreements to acquire aircraft, please disclose and
discuss the terms of those agreements.

          RESPONSE TO COMMENT 12

          The Company has revised the disclosure on pages 2, 3, 76 and 77 to reflect the Staff’s
comment.

Aircraft purchase commitments, page 2

    13.

    Please revise the first paragraph on page three to quantify the number of binding and
non-binding lease commitments for the aircraft to be delivered in 2011 and 2012.

          RESPONSE TO COMMENT 13

          The Company has revised the disclosure on pages 3 and 77 to reflect the Staff’s comment.

Our business and growth strategies, page 3

Capitalize on attractive market opportunities . . . page 3

    14.

    We note your statement in the fifth sentence. Please revise to disclose why you believe
narrowbody and certain widebody aircraft will continue to experience strong global airline
demand.

          RESPONSE TO COMMENT 14

          The Company has revised the disclosure on pages 3 and 79 to reflect the Staff’s comment.

Enter into strategic ventures, page 4

    15.

    Please revise to disclose whether you have any current plans to enter into strategic ventures
with third parties.

          RESPONSE TO COMMENT 15

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

February 22, 2011

Page 6

          The Company supplementally advises the Staff that it currently has no binding commitment to
enter into a strategic venture with any third party and has no current plans to enter into any
material strategic ventures in the near term. Accordingly, the Company respectfully submits that
revision of the relevant disclosure would not result in meaningful disclosure to potential
investors in the Company.

Risks affecting us, page 7

    16.

    Please revise this section to briefly describe key risks and how those risks affect your
company. Your disclosure in this section should be equally prominent as the section
describing your competitive strengths. For example, the use of bulleting and bold type is
helpful for highlighting and distinguishing between the key risks.

          RESPONSE TO COMMENT 16

          The Company has revised the disclosure on pages 7–8 to reflect the Staff’s comment.

Summary financial information and data, page 10

    17.

    We note you present the non-GAAP measures adjusted net loss and adjusted EBITDA that you
identify as performance measures. In your disclosures, you indicate that you believe these
measures provide useful information regarding your ability to “service long-term debt and
other fixed obligations” and your ability to “fund expected growth with internally generated
funds”. Based on these disclosures, it is not clear to us how or why you do not believe that
these non-GAAP measures are also liquidity measures. If they are liquidity measures, please
also reconcile them to net cash provided by/used in operating activities and disclose
operating, investing and financing cash flows with equal or greater prominence. If they are
not liquidity measures, please explain why and clarify your current disclosures. This comment
is also applicable to non-GAAP disclosures in selected financial data and MD&A.

          RESPONSE TO COMMENT 17

          The
Company has revised the disclosure on pages 11–14, 48–51 and 58 to reflect the Staff’s
comment.

Risk factors, page 12

The death, incapacity or departure of key officers . . . page 14

    18.

    Please revise the risk factor to disclose that you only have employment agreements with Mr.
Udvar-Hazy and Mr. Plueger and that you do not intend to enter into employment agreements with
your other senior officers.

          RESPONSE TO COMMENT 18

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

February 22, 2011

Page 7

          The Company has revised the disclosure on page 17 to reflect the Staff’s comment.

Our substantial indebtedness incurred to acquire our aircraft requires significant debt service
payments, page 17

    19.

    The focus of this risk factor is not centered upon your debt service payments, as indicated
in the risk factor heading. Please revise the risk factor to elaborate on the risk that
significant debt service payments pose to your company. Please also discuss the consequences
that could occur if you are unable to make the debt service payments.

          RESPONSE TO COMMENT 19

          The Company has revised the disclosure on page 20 to reflect the Staff’s comment.

SARS, H1N1 and other epidemic diseases . . . page 32

    20.

    Please revise this risk factor heading to describe the impact of the risk to your company.
Please similarly revise the next risk factor heading relating to natural disasters.

          RESPONSE TO COMMENT 20

          The Company has revised the disclosure on page 35 to reflect the Staff’s comment.

Use of Proceeds, page 40

    21.

    Please state the approximate amount of proceeds intended to be used for each purpose
specified. We also note your disclosure that you will have broad discretion in the use of
proceeds and that the amount and timing of what you actually spend for intended uses of
proceeds may vary significantly. Please note that you may reserve the right to change your
uses of proceeds, provided that such reservation is due to certain contingencies that are
discussed specifically and the alternatives to such use in that event are indicated. Please
see Item 504 of Regulation S-K and Instruction 7 thereto.

          RESPONSE TO COMMENT 21

          The Company acknowledges the Staff’s comment but respectfully advises the Staff that it is
unable to state the approximate amount of proceeds intended to be used for each purpose specified
(i.e., the acquisition of commercial aircraft and general corporate purposes) because the amount of
cash required for the acquisition of commercial aircraft and general corporate cash needs will vary
depending upon a variety of factors that are unknown at this time, particularly since the Company
was recently organized and is currently in a growth phase. Such factors include the number and
purchase price of aircraft that the Company will ultimately acquire; the types, amounts and terms of
debt and equity financing and credit support the Company will be able to obtain; the number,
pricing and duration of leases the Company executes with customers; and the operating costs of the
Company. The Company respectfully submits that to disclose an

Munger, Tolles & Olson LLP

U.S. Securities and Exchange Commission

February 22, 2011

Page 8

approximate amount of proceeds intended to be used for each purpose specified would imply a level
of specificity that does not currently exist and would not result in meaningful disclosure to
potential investors in the Company.

Management’s Discussion and Analysis of Financial Condition . . . page 47

Liquidity and Capital Resources, page 48

    22.

    Please expand your disclosures to provide a detailed discussion of the significant and most
restrictive financial and non-financial elements of the loan covenants, related to your
various debt instruments, including, if applicable, actual versus required ratios/amounts.

          RESPONSE TO COMMENT 22

          The Company respectfully advises the Staff that the Company does not believe that it is, or
that it is reasonably likely that the Company will become, non-compliant with any of its debt
covenants. In addition, the Company respectfully advises the Staff that there are currently
significant cushi

CORRESP
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corresp

MUNGER, TOLLES & OLSON LLP

    355 SOUTH GRAND AVENUE

    THIRTY-FIFTH FLOOR

    LOS ANGELES, CALIFORNIA 90071-1560

    TELEPHONE (213) 683-9100

    FACSIMILE (213) 687-3702

    560 MISSION STREET

    SAN FRANCISCO, CALIFORNIA 94105-2907

    TELEPHONE (415) 512-4000

FACSIMILE (415) 512-4077

WRITER’S DIRECT LINE

(213) 683-9144

(213) 683-5144 FAX

Mark.Kim@mto.com

February 14, 2011

Via EDGAR

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, initially filed on January 14, 2011

Amendment No. 1 filed on February 14, 2011

Ladies and Gentlemen:

     On behalf of Air Lease Corporation, pursuant to the provisions of the
Securities Act of 1933, as amended, and Rule 101(a) of Regulation S-T, we are transmitting in
electronic format for filing Amendment No. 1 to the above-referenced Registration Statement on Form S-1.

     If you have any questions regarding this transmittal, please contact Robert Knauss at (213)
683-9137 or the undersigned at (213) 683-9144.

Sincerely,

/s/ Mark H. Kim

Mark H. Kim

Enclosures

    Cc:

    Steven F. Udvar-Házy, Chairman and Chief Executive Officer (w/o enclosures)

John L. Plueger, President and Chief Operating Officer (w/o enclosures)

Grant A. Levy, Executive Vice President, General Counsel and Secretary (w/o enclosures)

Robert B. Knauss, Munger, Tolles & Olson LLP (w/o enclosures)

February 10, 2011

John L. Plueger
President & Chief Operating Officer  Air Lease Corporation  2000 Avenue of the Stars, Suite 600N  Los Angeles, CA 90067
Re: Air Lease Corporation
Registration Statement on Form S-1 Filed January 14, 2011
  File No. 333-171734

Dear Mr. Plueger:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
  General

1. We note that you have not provided a price ra nge for your offering.  Please revise your
filing to include a price range.  Since the pr ice range triggers a nu mber of disclosure
matters, we will need sufficient time to process the amendment when it is included.  Please understand that its effect on disclosure  throughout may cause us to raise issues on
areas not previously commented upon.
2. As soon as practicable, please furnish to us  a statement as to whether the amount of
compensation to be paid to the underwriters has been cleared by FINRA.  Prior to the
effectiveness of your registration statement,  please provide us with a copy of the
clearance letter or a call from FINRA in forming us that FINRA has no additional
concerns.

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 2

3. The preliminary prospectus you circulate must  include all information required by U.S.
federal securities laws, except informati on you may exclude in reliance upon Rule 430A
of Regulation C.  We may have additional comments after you fill in all blanks and file all exhibits, including the legality opinion.
4. Please monitor your requirement to provide updat ed financial information.  Refer to Rule
3-12 of Regulation S-X.
5. Please provide a currently dated, signed auditors ’ consent with your next amendment.
 Industry and market data, page i

6. We note that your disclosure contains mark et and industry information from a report
prepared by AVITAS. Please provide us w ith a copy of the AVITAS report, clearly
marked to highlight the portion or secti on that contains the information and cross-
reference it to the appropriate location in your filing.  We may have additional comments
after we review your response.
7. Please be advised that you are responsible for the info rmation you disclose in your
prospectus.  Therefore, please delete the disclaimer in the second sentence regarding the
accuracy and completeness of the market data.
 Prospectus summary, page 1

8. We note your reference to market trends in  your discussion.  Thr oughout the prospectus,
please revise to state your ba sis or source for the statements you make with regard to
market information and trends.  For example, you have not provided source information for the statements in the second sentence of  the fourth paragra ph regarding demand for
passenger airline travel and market saturation, the stat ement regarding demand and
growth in the second paragraph on page three.
9. To the extent comments in this section a ffect other portions of the prospectus, please
revise the prospectus throughout accordingly.
 Our company, page 1

10. We note your statement in the second paragraph that you owned 40 aircraft as of December 31, 2010.  Please revise to disclose th e number of used and new aircraft that
comprise the 40 aircraft.
11. You state in the second paragraph that all of the aircraft you currently own are leased or are subject to lease.  Please revise to disclo se the number of aircraft actually leased and
explain what you mean by “subject to lease” (e .g. does this mean that you have entered
into a binding lease commitment but delivery of  the aircraft has not yet occurred?).

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 3

Operations to date, page 2

 Current fleet, page 2

12. We note that you anticipate your fleet will grow  to over 100 aircraft at the end of 2011.
Based on the size of your fleet at the end of 2010 and your disclosed purchase
commitments in 2011, please clarify how you intend to grow your fleet to over 100
aircraft at the end of 2011.  If  there are any other probable ag reements to acquire aircraft,
please disclose and discuss the terms of those agreements.
 Aircraft purchase commitments, page 2

13. Please revise the first paragraph on page thr ee to quantify the numb er of binding and non-
binding lease commitments for the aircra ft to be delivered in 2011 and 2012.
 Our business and growth strategies, page 3

Capitalize on attractive market opportunities  . . .  page 3

14. We note your statement in the fifth sentence.  Please revise to disclose why you believe
narrowbody and certain widebody aircraft wi ll continue to expe rience strong global
airline demand.
 Enter into strategic ventures, page 4

15. Please revise to disclose whether you have any current plans to enter into strategic
ventures with third parties.
 Risks affecting us, page 7

16. Please revise this section to briefly descri be key risks and how those risks affect your
company.  Your disclosure in this section should be equally prominent as the section
describing your competitive strengths.  For ex ample, the use of bulleting and bold type is
helpful for highlighting and distinguishing between the key risks.
 Summary financial inform ation and data, page 10

17. We note you present the non-GAAP measures adjusted net loss and adjusted EBITDA
that you identify as performance measures.  In your disclosures, you indicate that you believe these measures provide useful information regarding your ability to “service long-term debt and other fixed obligations” and your ability to “fund expected growth
with internally generated funds”.  Based on thes e disclosures, it is no t clear to us how or
why you do not believe that these non-GAAP meas ures are also liquidity measures.  If
they are liquidity measures, please also rec oncile them to net cash provided by/used in

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 4

operating activities and disclose operating, inve sting, and financing cash flows with equal
or greater prominence.  If they are not liquidi ty measures, please explain why and clarify
your current disclosures.  This comment is also applicable to non-GAAP disclosures in
selected financial data and MD&A.
 Risk factors, page 12

The death, incapacity or departure of key officers . . ., page 14

18. Please revise the risk factor to disclose th at you only have employment agreements with
Mr. Udvar-Hazy and Mr. Plueger and that you do not intend to enter into employment
agreements with your other senior officers.
 Our substantial indebtedness incu rred to acquire our aircraft re quires significant debt service
payments, page 17

19. The focus of this risk factor is not center ed upon your debt service payments, as indicated
in the risk factor heading.  Please revise th e risk factor to elaborate on the risk that
significant debt service payments pose to  your company.  Please also discuss the
consequences that could occur if you are una ble to make the debt service payments.
 SARS, H1N1 and other epidemic diseases . . . , page 32

20. Please revise this risk factor heading to desc ribe the impact of the risk to your company.
Please similarly revise the ne xt risk factor heading rela ting to natural disasters.
 Use of Proceeds, page 40

21. Please state the approximate amount of proceeds intended to be used for each purpose specified.  We also note your disclosure that you will have broad disc retion in the use of
proceeds and that the amount and timing of wh at you actually spend for intended uses of
proceeds may vary significantly.  Please note that you may reserve the right to change your uses of proceeds, provided that such rese rvation is due to certain contingencies that
are discussed specifically and the alternatives to such use in that event are indicated.
Please see Item 504 of Regulation S-K and Instruction 7 thereto.

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 5

Management’s Discussion and Analysis of Financial Condition . . . , page 47

Liquidity and Capital Resources, page 48
22. Please expand your disclosures to provide a de tailed discussion of the significant and
most restrictive financial and non-financial el ements of the loan c ovenants, related to
your various debt instruments, including, if applicable, actual versus required
ratios/amounts.
23. Please revise your liquidity disclo sures to address the following:
• We note your disclosure regarding your ability  to satisfy your current liquidity needs,
please revise your disclosure to identify the time period that you believe you will be
able to satisfy your liquidity needs.
• Please address the potential risks and cons equences if you are unable to satisfy your
existing aircraft purchase commitments.
• We note your disclosure regarding an in creasing interest ra te when you convert
current borrowing under your warehouse facility  into a four year term loan, please
revise your disclosure to clarify how that interest rate  will be determined,  including
what the interest rate would be if the borrowing were converted now.
 Recent initiatives, page 49

24. Please file the agreements governing the se ven unsecured two-year and three-year
revolving credit facilities as exhibits to your registration statement.
 Business, page 70

Our financing strategies, page 76

25. We note your statement in the third full paragraph on page 77.  We also note your
disclosure in the third full  paragraph on page 48 that you have “commenced discussions”
for government-sponsored financing.  Pleas e revise your discussion on page 77 to
indicate the length of the process for securing the govern ment-sponsored financing, at
what stage you are in the process, how mu ch funding you expect to receive from the
financing and whether you are subject to rejection for receipt of financing.
 Government regulation, page 83

26. Please disclose whether you believe you ar e in compliance with the government
regulations you discuss in this  section.   Please also stat e whether you have registered
your aircraft with the appropria te authorities and obtained Ce rtificates of Airworthiness
for your aircraft.

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 6

Facilities, page 85

27. Please file your office lease agreements, if material, as exhibits to your registration
statement. See Item 601(b)(10) (ii)(D) of Regulation S-K.
 Management, page 86

Backgrounds of our current executive officers and directors, page 86

28. Please revise the business descriptions of your  directors and executive officers to ensure
that you have provided each indi vidual’s business experience dur ing the past five years.
Please account for any gaps during the past five  years.  For example, we note that it is
unclear when Mr. Willis worked at ILFC.   Please refer to Item 401(e)(1) of Regulation
S-K.
 Executive compensation, page 95

How we determine compensation, page 96

Role of Independent Consultant, page 96

29. Please indicate whether the compensation committee has approved of the compensation
consultant’s engagement in any separate work for your management or employees.
 Elements of the executive co mpensation program, page 97

Annual Bonus, page 97

30. Please revise to disclose the company financ ial metric performance targets and individual
objectives for each named executive officer.  Please disclose the targets necessary to
obtain the target bonus amount and the maximum bonus amount for each named executive officer.
 Long-Term Incentive Awards, page 98

31. We note your disclosure in the first full para graph on page 99.  Please revise to explain
why Mr. Chen’s RSUs have a time-based vesting element that is different from the other named executive officers.
32. In the second full paragraph on page 100, pleas e disclose Mr. Chen’s performance targets
for the performance bonus payable in July 2011.

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 7

Certain relationships and relate d party transact ions, page 121

33. Please file the agreements governing the loan transactions and stock purchase transactions with your officers and directors.  Please refer to Item 601(b)(10)(ii)(A) of
Regulation S-K.
 Certain U.S. federal income tax consid eration for non-U.S. holders, page 132

34. Please revise the heading and first paragraph of this section to indicate that you are
discussing the “material” U.S. federal income tax considerations.
35. Please delete the disclaimer in the last pa ragraph stating that “th[e] summary is for
general information only”.  Investors are en titled to rely on the information you provide
in your prospectus.
 Financial Statements

General
36. We note your limited operating history and the financial statements you currently present.
Please identify your fiscal year end in your fili ng and ensure that the financial statements
you present meet the updating and audit requi rements of Rule 3- 12 of Regulation S-X
based on your fiscal year end.
 Consolidated Statement of Cash Flows, page F-6

37. Based on your disclosure it appears that you acquired flight equipment under operating
leases.  Please disclose the material terms of the transaction in which you acquired your
existing aircraft, including the parties involved.  If you acquired a fleet of aircraft, subject
to existing operating leases, please explain to us how and why you determined that this
acquisition was not the acquisiti on of a business for which hist orical financial statements
may be required by Rule 3-05 of Regulation S-X.
 Note 1 – Summary of Significant Accounting Policies, page F-7

38. Please expand your accounting policy disclosu res to include a discussion of the
company’s consolidation policy.
 Note 1 – Summary of Significant Accounting Policies, page F-7

b. Rental of flight equipment, page F-7
39. We note that you record as rental revenue, th e portion of supplemental maintenance rent
that you are “virtually certain will not be reimbursed to the lessee”.  Please clarify when

Mr. John L. Plueger Air Lease Corporation
February 10, 2011  Page 8

and how you make this determination and di sclose the amount of supplemental revenue
you recorded each period.  Also, please clarify when and how you determine the amount of supplemental maintenance rent that may be  required to be reimbursed to the lessee and
confirm that these amounts are not recorded in revenues.
 g. Capitalized interest, page F-8

40. Please provide the disclosu res required by ASC 835-20-50.
 Note 3 – Debt financing, page F-10

 i. Convertible notes, page F-12

41. Please better explain to us how you determined the fair values of the convertible notes
and stock purchase agreement and how you de termined the amount of the beneficial
conversion option.  Also, please te ll us if the warrants, disclosed in note 4, were issued to
the noteholders.  If they were, please explain to us why their fair value was not recorded
as a debt discount.
 Note 7 – Income taxes, page F-16

42. Please disclose the amount of taxable income required to be generated to fully realize
your deferred tax asset.
 Note 8 – Commitments and contingencies, page F-18

43. Please disclose the dollar amount  of aircraft purchase commitm ents for each of the next
five fiscal years as re quired by ASC 440-10-50-4.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all appl