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 Allegiant Travel Company
 1201 North Town Center Drive
 Las Vegas, Nevada 89144

 March 27, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549

 Re:

 Allegiant Travel Company

 Registration Statement on Form S-4

 File No. 333-294712

 Request for Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, Allegiant Travel Company (the “ Company ”) respectfully requests that the effective date of the above referenced
 Registration Statement on Form S-4 (File No. 333-294712) (the “ Registration Statement ”), be accelerated by the U.S. Securities and Exchange Commission to 5:00 p.m., Eastern time, on March 31, 2026, or as soon as practicable thereafter, or at
 such other time as the Company or its legal counsel may request by telephone to the staff of the U.S. Securities and Exchange Commission.

 The Company respectfully requests to be notified of such effectiveness by a telephone call to the Company’s legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP, to Richard Oliver at (202)
 371-7248 or Micah Kegley at (202) 371-7353, with such effectiveness to also be confirmed in writing to richard.oliver@skadden.com or micah.kegley@skadden.com.

 Sincerely,

 Allegiant Travel Company

 /s/ Robert B. Goldberg

 Robert B. Goldberg

 Senior Vice President, Senior Counsel

 cc:

 Richard Oliver, Skadden, Arps, Slate, Meagher & Flom LLP

 Micah Kegley, Skadden, Arps, Slate, Meagher & Flom LLP

March 2, 2026
Gregory Anderson
Chief Executive Officer
Allegiant Travel Company
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel Company
Draft Registration Statement on Form S-4
Filed February 25, 2026
CIK No. 0001362468
Dear Gregory Anderson:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
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 Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Richard Oliver, Esq., of Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
December 16, 2022
Gregory Anderson
Chief Financial Officer
Allegiant Travel CO
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel CO
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 001-33166
Dear Gregory Anderson:
            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 Energy & Transportation

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Allegiant Travel Company

1201 N. Town Center Dr. Las Vegas, NV 89144

  December 14, 2022

Mr. John Cannarella

Mr. Karl Hiller

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Allegiant Travel Co

 Form 10-K for Fiscal Year Ended December 31, 2021

 Filed March 1, 2022

 File No. 001-33166

Dear Mr. Cannarella and Mr. Hiller:

This is in response to the Staff’s letter dated December 7, 2022 regarding Allegiant’s Annual Report on Form 10-K for the year ended December 31, 2021. For your convenience, we have included in this letter the Staff’s comment before providing our response to that comment.

Form 10-K for the Fiscal Year ended December 31, 2021

Financial Statements

Note 7 Long Term Debt, page 71

1.We note your response to prior comment one stating that you will "evaluate including additional detail" regarding your long-term debt in future filings, although you also indicate that you view your present disclosures as fully responsive to the disclosure requirements in Rule 5-02.22 of Regulation S-X.

However, we believe that details should be provided for each issue or type of obligation that is presently combined with dissimilar obligations and with greater specificity. Please submit the revisions that you propose to address this concern.

If you expect to include aggregated content, explain your rationale or view on the type classification and provide us with a schedule of the related obligations, along with descriptions of the corresponding balances and terms.

Response:

In reference to the Staff’s comment, in our prior response on November 14, 2022, we indicated we will evaluate including additional detail “in tabular format” in future filings. By saying that, we did not mean to imply that additional disclosures would be made, but rather, that we will include a tabular summary of the various categories of debt in future filings highlighting the respective debt balances, interest rates and maturities of each category of debt, all of which are already included in our present disclosures. As indicated in our November 14th response letter, we believe the disclosures in our Form 10-K for 2021 to be fully responsive to the disclosure requirements in Rule 5.02.22 of Regulation S-X as:

1.Further detail concerning debt transactions we entered into during the three years covered in our Form 10-K for 2021 is contained in the paragraphs below the tabular presentation in Note 7. In particular, there are subsections of Note 7 describing the terms of our: (i) Term Loan and Senior Secured Notes, (ii) Consolidated Variable Interest Entities, (iii) Payroll Support Loans, (iv) Senior Secured Revolving Credit Facility, (v) Other Secured Debt, and (vi) Construction Loan Agreement.

2.Further information on the finance leases included in our debt balances is included in Note 8 - Leases in our 10-K for 2021.

3.The debt and finance leases further described in Notes 7 and 8 represent more than $1.4 billion of our total debt balance as of December 31, 2021. The remainder of our debt outstanding as of December 31, 2021 and included in the tabular presentation was incurred prior to the three-year period covered by our Form 10-K for 2021 and is described in further detail in the Notes to our financial statements in our Form 10-K’s for prior periods.

Nor do we believe any revisions or additions need to be made to our disclosures in the Form 10-K for 2021 in light of the detail previously disclosed in our Form 10-K filings as indicated above.

The tabular format we intend to include in future filings will summarize the content disclosed in the textual paragraphs under the following categories:

1.Term Loan and senior secured loans – each of these loans is secured by all of our assets with the exceptions of aircraft assets, Sunseeker Resort and certain other exceptions.

2.Consolidated variable interest entities – each relating to specific aircraft financings.

3.Senior secured revolving credit facilities – each subject to being drawn and each secured by either aircraft assets or, in one case, the same collateral securing our senior secured loans referenced above.

4.Debt secured by aircraft, engines, other equipment or real estate – each of which constitutes an asset-based financing.

5.Finance leases of aircraft assets – each relating to the acquisition or financing of aircraft.

6.Construction loan agreement financing the construction of, and secured by, our Sunseeker Resort.

7.Unsecured debt – this will disclose the loan under the U.S. Treasury’s Payroll Support Programs, which had a balance as of December 31, 2021, but has now been repaid in full. We do not have any other unsecured debt at this time.

We believe these are logical classifications based on our business and the types of financing. The balances, interest rates and maturities of each category of debt will be summarized in a tabular format. As referenced above, the amounts, interest rates, maturities and terms of each of these financings have already been described in the textual paragraphs below the tabular presentation in our 2021 and prior Form 10-K’s and we will continue to provide that textual detail in future filings.

We sincerely hope that the foregoing has thoroughly addressed your comments on our 2021 Form 10-K filed on March 1, 2022.

We will be pleased to respond promptly should you require additional information or material to facilitate your review. If you have any questions, please contact me at 702-830-8520.

  Sincerely,

  /s/ Gregory Anderson

  President and Chief Financial Officer

United States securities and exchange commission logo
December 7, 2022
Gregory Anderson
Chief Financial Officer
Allegiant Travel CO
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel CO
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 001-33166
Dear Gregory Anderson:
            We have reviewed your November 14, 2022 response to our comment letter 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 7, 2022 letter.
From 10-K for the Fiscal Year ended December 31, 2021
Financial Statements
Note 7 - Long Term Debt, page F-71
1.We note your response to prior comment one stating that you will "evaluate including
additional detail" regarding your long-term debt in future filings, although you also
indicate that you view your present disclosures as fully responsive to the disclosure
requirements in Rule 5-02.22 of Regulation S-X.

However, we believe that details should be provided for each issue or type of obligation
that is presently combined with dissimilar obligations and with greater specificity. Please
submit the revisions that you propose to address this concern.

 FirstName LastNameGregory Anderson
 Comapany NameAllegiant Travel CO
 December 7, 2022 Page 2
 FirstName LastName
Gregory Anderson
Allegiant Travel CO
December 7, 2022
Page 2
If you expect to include aggregated content, explain your rationale or view on the type
classification and provide us with a schedule of the related obligations, along with
descriptions of the corresponding balances and terms.
            You may contact John Cannarella, Staff Accountant, at (202) 551-3337 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Karl Hiller, Branch Chief, at (202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Allegiant Travel Company

1201 N. Town Center Dr. Las Vegas, NV 89144

  November 14, 2022

Mr. John Cannarella

Mr. Karl Hiller

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Allegiant Travel Co

 Form 10-K for Fiscal Year Ended December 31, 2021

 Filed March 1, 2022

 File No. 001-33166

Dear Mr. Cannarella and Mr. Hiller:

This is in response to the Staff’s letter dated November 7, 2022 regarding Allegiant’s Annual Report on Form 10-K for the year ended December 31, 2021. For your convenience, we have included in this letter the Staff’s comment before providing our response to that comment.

Form 10-K for the Fiscal Year ended December 31, 2021

Financial Statements

Note 7 Long Term Debt, page 71

1.We note that as of December 31, 2021, your report debt of $1.7 billion and equity of $1.2 billion, which appears to yield a debt to equity ratio of 1.4x, increasing to 1.6x as of June 30, 2022. Please address the following points:

a.State separately in the balance sheet or in the notes to your financial statements, as may include a tabulation, each issue or type of obligation and additional information as will indicate the general character of each type of debt, including the interest rates and dates of maturity, to comply with Rule 5-02.22 of Regulation S-X.

b.Tell us and disclose how recent disruptions to financial markets affect your ability to access your traditional funding sources on the same or reasonably similar terms as were available to you in recent periods, consistent with guidance in Items 303(b)(1) and (c)(1) of Regulation S-K, and CF Disclosure Guidance Topic 9A (June 23, 2020), which is available on our website.

Response:

We appreciate the feedback from the Staff reflected in this comment. We respectfully advise the Staff that in preparing Notes to the consolidated Financial Statements and, in particular, Note 7 - Long Term Debt, we considered the requirements in Regulation S-X Rule 5-02.22 which are quoted below in italics, with our disclosures as to each point following in bold type:

State separately, in the balance sheet or in a note thereto, each issue or type of obligation and such information as will indicate:

(1)The general character of each type of debt including the rate of interest;

In tabular format in Note 7, we have disclosed the general character of each type of debt (i.e., variable and fixed rate) and the weighted average interest rate for each type.

(2)The date of maturity, or, if maturing serially, a brief indication of the serial maturities, such as “maturing serially from 1980 to 1990”;

In tabular format in Note 7, we have disclosed the maturity date for each type of debt (e.g., “Fixed-rate debt and finance lease obligations due through 2032”)

(3)If the payment of principal or interest is contingent, an appropriate indication of such contingency;

N/A - we do not have facilities with contingent payment of principal or interest

(4)A brief indication of priority; and

All of our debt is senior secured with the exception of the Payroll Support Program Loans. A description of each debt, including disclosure of the security for each loan, appears in the paragraphs below the tabular presentation in Note 7.

(5)If convertible, the basis.

N/A - we do not have convertible debt

Additionally, we provide further information on the finance leases included in our debt balances within Note 8 - Leases in our 10-K for 2021.

While we believe our disclosures for long-term debt fully address the requirements in Rule 5-02.22 of Regulation S-X as detailed above, we acknowledge that additional detail in tabular form may be helpful to investors. As a result, we will evaluate including additional detail in tabular format in our long-term debt footnote in future filings.

With respect to disruptions to financial markets, management recognized the risks associated with these disruptions and took action to mitigate these risks. In the third quarter of this year, we refinanced our variable rate term loan that would have matured in February 2024 (with an outstanding balance of $533 million) with the issuance of fixed rate senior secured notes which mature in August, 2027. Additionally, the company secured $200 million in financing for pre-delivery deposits associated with the purchase of new Boeing aircraft under contract. We respectfully point you to our 3rd quarter 10-Q in which both of these transactions were disclosed.

We sincerely hope that the foregoing has thoroughly addressed your comments on our 2021 Form 10-K filed on March 1, 2022.

We will be pleased to respond promptly should you require additional information or material to facilitate your review. If you have any questions, please contact me at 702-830-8520.

  Sincerely,

  /s/ Gregory Anderson

  President and Chief Financial Officer

United States securities and exchange commission logo
November 7, 2022
Gregory Anderson
Chief Financial Officer
Allegiant Travel CO
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel CO
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 1, 2022
File No. 001-33166
Dear Gregory Anderson:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Financial Statements
Note 7 Long Term Debt, page 71
1.We note that as of December 31, 2021, your report debt of $1.7 billion and equity of $1.2
billion, which appears to yield a debt to equity ratio of 1.4x, increasing to 1.6x as of June
30, 2022.  Please address the following points:

•State separately in the balance sheet or in the notes to your financial statements, as
may include a tabulation, each issue or type of obligation and additional information
as will indicate the general character of each type of debt, including the interest rates
and dates of maturity, to comply with Rule 5-02.22 of Regulation S-X.

•Tell us and disclose how recent disruptions to financial markets affect your ability to
access your traditional funding sources on the same or reasonably similar terms as

 FirstName LastNameGregory Anderson
 Comapany NameAllegiant Travel CO
 November 7, 2022 Page 2
 FirstName LastName
Gregory Anderson
Allegiant Travel CO
November 7, 2022
Page 2
were available to you in recent periods, consistent with guidance in Items
303(b)(1) and (c)(1) of Regulation S-K, and CF Disclosure Guidance Topic 9A (June
23, 2020), which is available on our website.
            In closing, 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.
            You may contact John Cannarella, Staff Accountant at (202) 551-3337 or Karl Hiller,
Branch Chief, at (202)551-3686 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

May 29, 2018
Scott Sheldon
Chief Financial Officer
Allegiant Travel Company
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel Company
Form 10-K for Fiscal Year Ended December 31, 2017
Filed March 1, 2018
File No. 001-33166
Dear Mr. Sheldon:
            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.
Division of Corporation Finance
Office of Transportation and Leisure

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May 23, 2018

Mr. Lyn Shenk

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:    Form 10-K for Fiscal Year Ended December 31, 2017

File No. 001-33166

Dear Mr. Shenk:

This letter is in response to the Staff’s comment letter issued May 14, 2018, with respect to the above-referenced matter concerning Allegiant Travel Company (the “Company”).  The following responds to the item numbers in the Staff’s comment letter:

Item 9a.  Control and Procedures

Evaluation of disclosure controls and procedures., page 67

1. Your conclusion refers only to a portion of disclosure controls and procedures defined by Exchange Act Rules 13a-15(e) and 15d-15(e). In this regard, it appears your conclusion applies only to the portion referred to. Please confirm to us and revise to clarify, if true, that your conclusion is in regard to the entirety of disclosure controls and procedures as defined.

Company Response:

We confirm that the conclusion of our Chief Executive Officer and Chief Financial Officer applies to the entirety of disclosure controls and procedures as defined. In future filings we will revise the disclosure to include the entire definition to read as follows:

“Controls and Procedures Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, under the supervision and with the participation of our management, including our CEO and chief financial officer (“CFO”), we evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, management, including our CEO and CFO, has concluded that our disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information we are required to disclose is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.”

The Company hereby acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Securities and Exchange Commission (the “SEC” or the “Commission”);

•

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

•

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

Please confirm that the foregoing satisfies the concerns expressed in the Staff’s comment letter. Please contact me at (404) 233-2800 should you require additional information or have questions regarding this letter.

Very truly yours,

/s/ Robert B. Goldberg

Robert B. Goldberg

Counsel to the Company

cc: Scott Sheldon, Chief Financial Officer

May 14, 2018
Scott Sheldon
Chief Financial Officer
Allegiant Travel Company
1201 North Town Center Drive
Las Vegas, Nevada 89144
Re:Allegiant Travel Company
Form 10-K for Fiscal Year Ended December 31, 2017
Filed March 1, 2018
File No. 001-33166
Dear Mr. Sheldon:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2017
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures., page 67
1.Your conclusion refers only to a portion of disclosure controls and procedures defined by
Exchange Act Rules 13a-15(e) and 15d-15(e). In this regard, it appears your conclusion
applies only to the portion referred to. Please confirm to us and revise to clarify, if true,
that your conclusion is in regard to the entirety of disclosure controls and procedures as
defined.
            In closing, 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.

 FirstName LastNameScott Sheldon
 Comapany NameAllegiant Travel Company
 May 14, 2018 Page 2
 FirstName LastName
Scott Sheldon
Allegiant Travel Company
May 14, 2018
Page 2
            You may contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380 with
any questions.
Division of Corporation Finance
Office of Transportation and Leisure

October 10, 2017

Scott Sheldon
Chief Financial Officer
Allegiant Travel Company
1201 N. Town Center Drive
Las Vegas, NV 80144

Re: Allegiant Travel Company
Form 10 -K for Fiscal Year E nded December 31, 2016
Filed February 24, 2017
File No. 001 -33166

Dear Mr. Sheldon:

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 the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

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September 12, 2017

Mr. Lyn Shenk

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:    Form 10-K for Fiscal Year Ended December 31, 2016

File No. 001-33166

Dear Mr. Shenk:

This letter is in response to the Staff’s comment letter issued August 8, 2017, with respect to the above-referenced matter concerning Allegiant Travel Company (the “Company”).  The following responds to the item numbers in the Staff’s comment letter:

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Trends, page 29

1. Please quantify the total expected impact of the retirement of the MD-80 aircraft on the related accelerated depreciation expense.

Company Response:

We note the Staff’s comment. In future filings, we will expand our disclosure to include the future expected impact of accelerated depreciation due to the retirement of our MD-80 aircraft.

Supplementally, please be advised that the depreciation expense on the Company’s MD-80 aircraft declined from $42.5 million in 2015 to $30.0 million in 2016 as the MD-80 aircraft neared full depreciation (consistent with the Company’s statement in the Management’s Discussion and Analysis section of the Form 10-K for the year ended December 31, 2016).  For the first six months of 2017, depreciation expense on the MD-80 aircraft was $11.3 million and is expected to be $9.1 million for the second half of 2017 for a total of $20.4 million in 2017 (subject to change). This represents an increase in MD-80 depreciation expense over what we had previously expected due to the accelerated retirement schedule of these aircraft we announced in late 2016.  Then, as more of our MD-80 aircraft are retired in 2017, 2018 and 2019, the depreciation expense for our MD-80 aircraft is expected to decline to $12.8 million and $5.6 million for 2018 and 2019, respectively (subject to change).

As indicated above, we will include further detail about our MD-80 aircraft depreciation in future filings.

Results of Operations, page 30

2. We note that depreciation in future periods will outpace prior periods due to several factors including the retirement of the MD-80 aircraft, the addition of new aircraft into service, as well as major maintenance of your Airbus aircraft under the deferral method of accounting. Please revise your discussion of changes in depreciation between periods to quantify each of the above factors’ contribution to the overall change in the amount.

Company Response:

We note the Staff’s comment.  In future filings, we will enhance our analysis to quantify period over period changes in depreciation due to acceleration of the retirement of MD-80 aircraft, addition of new and used aircraft into service, and amortization of major maintenance of Airbus aircraft under the deferral method of accounting.

Supplementally, please note our statement concerning our expectation that depreciation expense in 2017 will outpace prior periods for the reasons noted appeared in our Form 10-Q for first quarter 2017.  Our total depreciation and amortization expense increased from $98.1 million in 2015 to $105.2 million in 2016 largely as a result of the increased number of Airbus aircraft in our fleet as Airbus depreciation expense increased from $31.0 million in 2015 to $44.9 million in 2016.  During the first six months of 2017, we recognized $11.3 million of depreciation expense on our MD-80 aircraft (an increase over the amount previously anticipated), $26.2 million of Airbus depreciation (in line with the increasing number of Airbus aircraft) and $2.9 million of Airbus major maintenance amortization (compared to only $1.5 million of such amortization in all of 2016 as we did not incur any Airbus major maintenance expenses until second quarter 2016).  As we indicated in our Form 10-Q for first quarter 2017, all of these factors have contributed to increased depreciation expense in 2017.

As indicated above, we will provide the actual breakdown in future filings.

The Company hereby acknowledges that:

• The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Securities and Exchange Commission (the “SEC” or the “Commission”);

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

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

Please confirm that the foregoing satisfies the concerns expressed in the Staff’s comment letter. Please contact me at (404) 233-2800 should you require additional information or have questions regarding this letter.

Very truly yours,

/s/ Robert B. Goldberg

Robert B. Goldberg

Counsel to the Company

cc:

 Scott Sheldon, Chief Financial Officer

Mail Stop 3561
August 8, 2017

Scott Sheldon
Chief Financial Officer
Allegiant Travel Company
1201 N. Town Center Drive
Las Vegas, NV  80144

Re: Allegiant Travel Company
 Form 10-K for the  fiscal year ended December 31, 2016
Filed February 24, 2017
File No. 001-33166

Dear Mr. Sheldon :

We have limited our review of your filing to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

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

Form 10 -K for the fiscal year ended December 3 1, 2016

Trends, page 29

1. Please quantify the total expected impact of the retirement of the MD -80 aircraft on the
related accelerated depreciation expense .

Item 7:  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 30

2. We note that depreciation in future periods will outpace prior periods due to several
factors including the retirement of the MD -80 aircraft, the addition of new aircraft into
service, as well as major maintenance of your Air bus aircraft under the deferral method
of accounting.  Please revise your discussion of changes in depreciation between periods
to quantify each of the above factors’ contribution to the overall change in the amount.

Scott Sheldon
Allegiant Travel Company
August 8, 2017
Page 2

 We remind you that the company and it s management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Amy Geddes at 202-551-3304  or Theresa Brillant  at 202-551-3307  if
you have questions regarding comments on the financial statements and rel ated matters.  Please
contact me at 202-551-3380  with any other questions.

Sincerely,

 /s/ Melissa Raminpour for

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

October 15 , 2012

Via Mail

Scott Sheldon
Chief Financial Officer
Allegiant Travel Company
8360  S. Durango Drive
Las Vegas , NV 89113

Re: Allegiant Travel Company
 Form 10 -K for Fiscal  Year Ended December 31, 2011
 Filed February 27, 2012
 File No. 001-33166

Dear Mr. Sheldon :

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 u rge 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/ Lyn Shenk

Lyn Shenk
Branc h Chief

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September 28, 2012

Mr. Lyn Shenk

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:

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

File No. 001-33166

Dear Mr. Shenk:

This letter is in response to the Staff’s comment letter issued September 6, 2012, with respect to the above-referenced matter concerning Allegiant Travel Company (the “Company”).  The following responds to the item numbers in the Staff’s comment letter:

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Sources and Uses of Cash, page 32

1. Please expand your disclosure to include a comparative analysis of the cash flows attributable to your operating activities, investing activities, and financing activities for the two earliest periods presented in the statement of cash flows – for example, fiscal year 2010, as compared to fiscal year 2009. Refer to Instruction 1 to paragraph 303(a) of Regulation S-K for further guidance.

Company Response:

We note the Staff’s comment and reviewed the referenced Instruction.  In future filings, we will expand our disclosure to include this comparative analysis for the two earlier periods presented in the statement of cash flows.

Operating activities, page 32

2. We note the reference to noncash items as part of your analysis of the variance in cash provided by operating activities for fiscal year 2011, as compared to fiscal year 2010. In this regard, please expand your analysis to also address items that directly affect cash flows and provide both quantification and a discussion of the underlying factors associated with those cash items cited. Refer to Section IV.B.1 of “Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations” available on our website at http://www.sec.gov/rules/interp/33-8350.htm for further guidance.

Company Response:

We note the Staff’s comment and reviewed the referenced Interpretation.  In future filings, we will enhance our analysis to address items that directly affect cash flows with quantification and additional disclosure as appropriate.

Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

3. We note your disclosure that “revenues from air-related charges are recognized when the transportation is provided if the product is not deemed independent of the scheduled service.” This disclosure implies that you provide certain air-related products and/or services that you do deem to be independent of your scheduled service. In this regard, please tell us and disclose the nature of any air-related charges that are recognized prior to when transportation is provided based upon the determination that the associated products and/or services are independent of the scheduled service. Also, tell us the basis for your accounting treatment.

Company Response:

The air-related charges deemed to be independent of the original ticket sale (identified as scheduled service), for which we recognize revenue as the charge occurs, includes our change fee and cancellation fee.  A change fee occurs when a customer changes an itinerary.  A cancellation fee occurs when a customer cancels an itinerary and receives an issued credit voucher to apply against future travel.

Our basis for the accounting treatment of these fees, deemed independent of the original ticket sale, is that they are found realizable and earned (recognition factors identified in ASC 605-10-25-1) at the time the fee is assessed.  The Airline Audit Guide (“AAG-AIR”) identifies that the predominant industry practice for the revenue recognition of change fees is when the fee is assessed.  Our determination that change fees and cancellation fees are independent of the original ticket sale is in line with the criteria presented in the AAG-AIR: the charge is subsequent to the initial sales transaction, there is no requirement on the passenger to pay the fees at the time of the original sale and passengers who pay change fees receive additional utility to which they would not otherwise be entitled.

Our current disclosure identifies that revenues from change fees imposed on passengers for making changes to nonrefundable itineraries are recognized as they occur.  In response to the Staff’s comment, in future filings, we will expand our disclosure to describe the revenue recognition principles for cancellation fees and identify that this air-related service is deemed independent of the original ticket sale.

Note 5. Long Term Debt

Senior Secured Term Loan Facility, page 49

4. Please tell us and disclose the nature of the associated mandatory prepayments, as well as their timing and amount. If the amounts are not quantifiable, tell us and disclose the basis for determining the amounts.

Company Response:

In response to the Staff’s comments, we provide the following enhanced discussion of mandatory prepayments under the Term Loan.

The senior secured term loan facility (the “Term Loan”) contains mandatory prepayment provisions associated with cash proceeds in excess of $5 million from the sale of certain assets (which are not reinvested within 270 days), cash proceeds from the issuance or incurrence of indebtedness for money borrowed in violation of the covenants in the Term Loan, cash proceeds from insurance or condemnation (which are not reinvested within 270 days) and for 25% of our excess cash flow (as defined in the Term Loan) if our leverage ratio exceeds 1.5:1 as of the end of any year.  In the event we do not reinvest the cash proceeds from the sale of certain assets or from insurance or condemnation awards or if we incur indebtedness in violation of the covenants in the Term Loan, the prepayment will be due within three business days following the date of the event requiring the prepayment.  The prepayment associated with the leverage ratio exceeding 1.5:1 would be payable within 90 days after the end of the year for the covenant calculation. As we would expect to reinvest the proceeds from any asset sales or insurance or condemnation awards and we expect to comply with the incurrence of debt covenants in the Term Loan, we do not expect those mandatory prepayment provisions to become applicable.  As our leverage ratio calculated as of June 30, 2012, is approximately 0.9:1.0, we would not expect to have to make a mandatory prepayment of excess cash flow if we can continue to earn income consistent with our historical performance. We evaluated our compliance with these provisions and related accounting guidance to conclude the probability of payment as of December 31, 2011 is remote and not subject to further disclosure or changes in debt classification on our financial statements.

In future filings, we will expand our disclosure for these mandatory prepayment provisions.

Note 6. Leases, page 49

5. We note that for each of the years from 2012 through 2014, your table of “scheduled future minimum lease payments under operating leases with initial or remaining non-cancelable lease terms in excess of one year” reports operating lease payment obligations that are substantially higher than the $8.3 million of total rental expense recognized for aircraft and non-aircraft operating leases for fiscal year 2011. We also note per the disclosure in this footnote that, effective as of January 2012, you no longer have any aircraft that are held under operating leases. Given the observations noted above, please tell us and disclose the reason why your future minimum lease payments are expected to increase for the period from 2012 through 2014. In addition, consider whether it would be appropriate for you to provide additional disclosure related to the expected increase in your operating lease payments within MD&A – particularly, in regard to the potential impact to your future results of operations and/or liquidity.

Company Response:

Aircraft lease rentals accounted for only $1.1 million of total rental expense in 2011. The balance of total rental expense predominantly related to non-aircraft leases, such as our office leases and airport leases.  We lease facilities at each of our leisure destinations and several of the other airports we serve.  These use and lease agreements include use of gate space and areas surrounding the gates, along with other operations support areas.  In addition, under these agreements, we have obligations for common and joint use space in the terminal facilities.

The estimated contractual obligations disclosed in our “scheduled future minimum lease payments under operating leases with initial or remaining non-cancelable lease terms in excess of one year” include certain obligations under these use and lease agreements, such as common and joint use space, which we consider airport fees and are not included in total rental expense.  For the year ended December 31, 2011, we had $5.0 million of these airport fees in addition to the $8.3 million of total rental expense.

In future filings, we will exclude airport fees based on variable passenger and aircraft activity under our use and lease agreements from the “scheduled future minimum lease payments under operating leases with initial or remaining non-cancelable lease terms in excess of one year”. The impact of disclosing this information in our Form 10-K for the year ended December 31, 2011 is not material.

The Company hereby acknowledges that:

· The Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Securities and Exchange Commission (the “SEC” or the “Commission”);

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

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

Please confirm that the foregoing satisfies the concerns expressed in the Staff’s comment letter. Please contact me at (404) 233-2800 should you require additional information or have questions regarding this letter.

Very truly yours,

/s/ Robert B. Goldberg

Robert B. Goldberg

Counsel to the Company

cc:

Scott Sheldon, Chief Financial Officer

September 6, 2012

Via E -mail
Mr. Scott Sheldon
Chief Financial Officer
Allegiant Travel Company
8360 S. Durango Drive
Las Vegas, Nevada 89113

Re: Allegiant Travel Company
 Form 10-K for Fiscal Year Ended December 31, 2011
Filed February 27, 2012
File No. 001 -33166

Dear Mr. Sheldon :

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 r espond to this letter within 10  business days by confirming that you will revise
your document in future filings  and providing any  reque sted information.   If you do not believe
our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

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

Item 7. Management’s Discussion and Analysis of Financial  Condition and Results of
Operations

Liquidity and Capital Resources

Sources and Uses of Cash, page 32

1. Please  expand your disclosure to  include a comparative analysis of the cash flows
attributable to your operating  activities , investing  activities,  and financing activities for
the two earliest periods presented in the statement of cash flows  – for example, fiscal year
2010, as compared to fiscal year  2009.   Refer to Instruction 1 to paragraph 303(a) of
Regulation S -K for further  guidance.

Mr. Scott Sheldon
Allegiant Travel Company
September 6, 2012
Page 2

 Operating activities, page 32

2. We note the reference to noncash items as part of your a nalysis  of the variance in cash
provided by  operating activities  for fiscal year 2011, as compared to fiscal year 2010 .  In
this regard, please expand your analysis to also address  items that directly affect cash
flows  and provide  both quantification and a discussion of  the underlying fa ctors
associated with those  cash items cited.   Refer to Section IV.B.1 of “Interpretation:
Commission Guidance Regarding Ma nagement's Discussion and Analysis of Financial
Condition and Results of Operations” available on our website at
http://www.sec.gov/rules/interp/33 -8350.htm  for further guidance.

Item 8. Financi al Statements and Supplementary Data

Notes to Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition, page 45

3. We note your disclosure that “revenues from air -related charges are recognized when the
transportation is provided if the product is not deemed independent of the scheduled
service.”  This disclosure implies that you provide certain air -related products and/or
services that you do deem to be independent of your scheduled service.  In this reg ard,
please tell us and disclose the nature of any air -related charges that are recognized prior
to when transportation is provided based upon the determination that the associated
products and/or services are independent of the scheduled service.  Also, t ell us the basis
for your accounting treatment.

Note 5. Long Term Debt

Senior Secured Term Loan Facility, page 49

4. Please tell us and disclose the nature of the associated mandatory prepayments , as well as
their timing and amount .  If the amounts are not  quantifiable, tell us and disclose the basis
for determining the amounts.

Note 6. Leases, page 49

5. We note that for each of the years from 2012 through 2014, your table of “scheduled
future minimum lease payments under operating leases with initial or re maining non -
cancelable lease terms in excess  of one year ” reports operating lease payment obligations
that are substantially higher than the $8.3 million of total rental expense recognized for
aircraft and non -aircraft operating leases for fiscal year 2011 .  We also note per the
disclosure in this footnote that, effective as of January 2012, you no longer ha ve any

Mr. Scott Sheldon
Allegiant Travel Company
September 6, 2012
Page 3

 aircraft that are held under operating leases .  Given the observations noted above, please
tell us and disclose the reason why your future minimu m lease payments are expected to
increase for the period from 2012 through 2014.  In addition, consider whether it would
be appropriate for you to provide additional disclosure related to the expected increase in
your operating lease payments within MD&A – particularly, in regard to the potential
impact to your future results of operations and/or liquidity.

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 inform ation 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 disc losures they have made.

 In responding to our comments, please provide  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 fe deral securities laws of the United States.

You may contact Jeffrey Sears at 202 -551-3302  or Doug Jones at 202 -551-3309  if you
have questions regarding our comments on the financial statements and related matters.  You
may also contact me at 202 -551-3380 .

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

         December 15, 2009           Mr. Andrew C. Levy Chief Financial Officer  Allegiant Travel Company 8360 S. Durango Drive Las Vegas, NV  89113   Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2008
  File No. 000-31683

Dear Mr. Levy:
  We have completed our review of your Form 10-K and have no further comments
at this time.
Sincerely,

Lyn Shenk Branch Chief

CORRESP
1
filename1.htm

ELLIS FUNK, P.C.

  Robert
  N. Dokson

  Attorneys At Law

  Of
  Counsel:

  Neal
  J. Fink

  One Securities Centre

  Donald
  J. Ellis (GA & VA)

  Robert
  B. Goldberg (GA & SC)

  Suite 400

  David
  I. Funk

  Amy
  L. Kaye

  3490 Piedmont Road, N.E.

  Russell
  H. Kasper, P.C.

  Albert
  L. Labovitz (GA & AL)

  Atlanta, Georgia 30305-1743

  Jane
  R. Leitz

  M.
  Barry Leitz

  404-233-2800

  Clay
  M. White

  Facsimile 404-233-2188

  E-mail:
  rgoldberg@ellisfunk.com

December 8, 2009

Ms. Theresa Messinese

Division of Corporation
Finance

United States Securities and
Exchange Commission

100 F Street NE

Washington, D.C 20549

Re:                            Form 10-K
for the fiscal year ended December 31, 2008

File No. 000-31683

Dear Ms. Messinese:

This letter is in response
to the Staff’s comment letter issued on October 14, 2009, with respect to
the above-referenced matter concerning Allegiant Travel Company (the “Company”).
The following responds to the item numbers in the Staff’s comment letter:

Selected Financial Data page 29:

1.                                      Your
response to prior comment 2 is unclear with regard to the presentation of
ancillary revenue per ASM. Please tell us the meaningfulness of providing
available seat miles in relation to ancillary revenue (for example, how does it
impact revenue derived by hotel rooms) or eliminate revenues not driven by
changes in the number of available seat miles from the various metrics.

Company Response:

All
airlines report revenues on a per ASM basis as ASM’s are the commonly used unit
of production in the airline industry.
All airlines have revenue sources which are not directly related to ASM
production.  These sources of revenue
include ancillary revenue (baggage fees and seat assignment fees are now
commonplace in the industry), cargo or package delivery revenues, mail
revenues, revenues from sponsored credit card programs, etc.  To enable investors to compare the Company’s
results on a per ASM basis with the results of other airlines and to be
consistent with the principle espoused in Staff comment #3 (addressed below),
we believe the Company should continue to disclose its revenue production on a
per ASM basis.  However, in response to
Staff’s comment, in future filings, the Company will provide footnote
disclosure indicating those revenue per ASM line items where there may not be a
direct correlation between the revenues generated and ASM production.

Item 7.
Results of Operations, page 35

2.                                      We note
your response to prior comment 4. We are unclear as to why the separate
presentation of revenues attributable to third-party products and unbundled air
travel related charges is an arbitrary grouping, as you state in your response,
especially considering the fact that they were grouped this way for your
investors in your investor presentation. While ancillary revenue may be
impacted by multiple factors, not all of which are under your control, we do
not agree that this means quantifying and discussing revenues from the
third-party products and unbundled travel-related charges sub-categories would
not be meaningful to investors. To the contrary, given the rapidly growing
significance of these amounts to your reported results, it appears that a more
detailed disclosure would provide very useful insight into your results to your
investors, whether you can attribute all variances to known factors or not.
Therefore, we believe you should revise to separately quantify and discuss
revenues from these two ancillary revenue sub-categories.

Company Response:

The
Company has further considered the Staff’s comment concerning separate
disclosure of ancillary revenues attributable to third-party products and
unbundled travel-related charges.  The
Company agrees in future filings to separately disclose these two
sub-categories of ancillary revenues and to discuss, where material, changes in
the sub-categories from period to period.

3.                                      We note
your response to prior comment 6 in which you state that readers can analyze
your fixed fee contract revenue by examining the differences between the
statistics provided for total system operations and scheduled service operations.
While we agree that readers could in fact perform these calculations and
attempt to draw their own conclusions from the resulting data, we believe that
the intent of MD&A disclosure is to provide a discussion and analysis of
results of operations through the eyes of management. In addition, we believe
that providing a direct analysis of fixed fee contract revenue will provide a
more user friendly presentation of your results to your investors.
Therefore, we reissue our prior comment and request that you revise your
discussion and analysis to disclose information that will provide context for
the results of your fixed fee contract business.

Company Response:

In
response to the Staff’s comment and in an attempt to provide more user friendly
discussion and analysis of the Company’s fixed fee contract revenues, the
Company will in future filings provide disclosure, where material, as to how
changes in block hours flown, fixed fee departures or other relevant metrics
impact fixed fee contract revenues.

2

Please confirm that the
foregoing satisfies the concerns expressed in the Staff’s comment letter. Please
contact me at (404) 233-2800 should you require additional information or have
questions regarding this letter.

  Sincerely,

  /s/ Robert B. Goldberg

  Robert B. Goldberg

  RBG:jll

  cc:  Maurice J. Gallagher, Jr.

        Andrew
  C. Levy

3

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

       DIVISION OF
CORPORATION FINANCE

         November 23, 2009           Mr. Andrew C. Levy Chief Financial Officer  Allegiant Travel Company 8360 S. Durango Drive Las Vegas, NV  89113   Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2008
  File No. 000-31683

Dear Mr. Levy:
  We have reviewed your correspondence dated November 10, 2009 and have the
following comments.  Unless otherwise indica ted, we believe you should revise future
filings in response to these comments.  If you disagree, we will consid er your explanation
as to why a revision is unnecessary.  Pleas e be as detailed as necessary in your
explanation.  Additionally, we ask you to provi de us with further information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.     Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.

Form 10-K for the fiscal year ended December 31, 2008

Selected Financial Data, page 29

1. Your response to prior comment 2 is uncle ar with regard to the presentation of
ancillary revenue per ASM.  Please tell us the meaningfulness of providing
available seat miles in relation to anci llary revenue (for example, how does it
impact revenue derived by hotel rooms)  or eliminate revenues not driven by
changes in the number of available seat  miles from the various metrics.
 Item 7.  Results of Operations, page 35

2. We note your response to prior comment 4.  We are unclear as to why the
separate presentation of revenues attr ibutable to third-party products and
unbundled air travel related charges is an  arbitrary grouping, as you state in your

Allegiant Travel Company
November 23, 2009 Page 2 of 2
response, especially considering the fact that they were grouped this way for your
investors in your investor presentation.  While ancillary revenue may be impacted
by multiple factors, not all of which are under your control, we do not agree that
this means quantifying and discussing revenues from the third-party products and unbundled travel-related charges sub-categ ories would not be meaningful to
investors.  To the contrary, given th e rapidly growing significance of these
amounts to your reported results, it appear s that a more detailed disclosure would
provide very useful insight into your results to your investors, whether you can
attribute all variances to known factors or not.  Therefore, we believe you should
revise to separately quantify and disc uss revenues from these two ancillary
revenue sub-categories.

3. We note your response to prior comment 6 in which you state that readers can
analyze your fixed fee contract revenue by examining the differences between the
statistics provided for total system oper ations and scheduled service operations.
While we agree that readers could in fact  perform these calculations and attempt
to draw their own conclusions from the re sulting data, we believe that the intent
of MD&A disclosure is to provide a discussion and analysis of results of
operations through the eyes of manageme nt.  In addition, we believe that
providing a direct analysis of fixed fee c ontract revenue will provide a more user
friendly presentation of your results to your investors.  Therefore, we reissue our
prior comment and request that you revi se your discussion and analysis to
disclose information that will provide c ontext for the results of your fixed fee
contract business.

********
   Please contact Theresa Messinese at 202-551-3307 or the undersigned at 202-551-
3380 with any questions.
Sincerely,

Lyn Shenk Branch Chief
Cc:  Robert B. Goldberg, Counsel

CORRESP
1
filename1.htm

November 10, 2009

Ms. Theresa Messinese

Division of Corporation
Finance

United States Securities and
Exchange Commission

100 F Street NE

Washington, D.C 20549

  Re:

  Form 10-K for the fiscal year ended December 31,
  2008

  File No. 000-31683

Dear Mrs. Messinese:

This
letter is in response to the Staff’s comment letter issued October 14,
2009, with respect to the above-referenced matter concerning Allegiant Travel
Company (the “Company”).  The following
responds to the item numbers in the Staff’s comment letter:

Item 1.
Business, Aircraft Fuel, page 12

1.              We
note your efforts to reduce fuel costs by entering into an operating agreement
with an airport was well as investing in fuel storage units and transportation
facilities involved in the distribution process.  Please provide a discussion which describes
the operating agreement, including your obligations, and discuss management’s
assessment of the effectiveness of the arrangement in reducing costs.  Also discuss the Company’s activity with
regard to the fuel distribution process including the amounts that have been
invested and plan to be invested in the future.

Company Response:

AFH, Inc.,
a wholly owned subsidiary of Allegiant Travel Company, entered into a joint
venture agreement with an affiliate of Orlando Sanford International, Inc.
(“OSI”) to handle certain fuel operations for the Orlando Sanford International
Airport.  The joint venture, which began
in January 2007, is responsible for the purchase and transport of jet fuel
to a fuel farm facility owned by OSI and operated by a third party, and for the
sale of jet fuel to air carriers operating at the Orlando-Sanford International
Airport.  AFH, Inc.’s responsibility
is to arrange for the fuel purchase, storage and transport of aviation jet fuel
into the fuel farm operated by OSI for all consumption at Orlando Sanford
International Airport.  In addition AFH, Inc.
is responsible for the administrative functions for the joint venture.

AFH, Inc.
entered into a five year operating agreement in 2007 with Kinder Morgan Liquids
Terminals LLC for the use of two separate storage tanks in Florida which are
used in the storage and transportation process.
The extent of the Company’s commitments under this agreement is
indicated in the agreement which has been filed as an exhibit to the Company’s
SEC filings. AFH, Inc. has no additional obligations related to the joint
venture.

The creation
of the fueling joint venture has enabled the Company to negotiate slightly more
favorable pricing terms with existing fuel suppliers due to our ability to
store and transport larger volumes of aviation fuel.  The overall cost savings and profit sharing from
the joint venture have been immaterial to the Company’s results of operations
to date.  However, we do believe that
maintaining our position in the early phases of the distribution channel will
be beneficial in the future.  At this
time, we have no immediate plans to invest in additional infrastructure, but we
expect, from time to time, to evaluate opportunities which may enable us to
reduce costs or realize a sufficient return on investment.

In
future filings, the Company will be mindful to disclose any material changes in
profitability or changes in capital requirements related to this venture or similar
ventures.

Selected
Financial Data, page 29

2.              Please
explain to us and disclose the meaningfulness of operating revenue per ASM
(RASM), ancillary revenue per ASM, and total revenue per ASM.  In this regard, we note that certain revenue
sources, such as ancillary revenues from the sale of third party products and
sub-lease rentals, are not driven based on changes in the number of available
seat miles in a period.

Company Response:

Available
seat miles (ASM’s) are the typical unit of production most commonly used by investors
and analysts in the airline industry.  As
such, revenues and expenses of most, if not all, airlines are evaluated on a
per ASM basis.  Virtually all of the
Company’s revenues are driven by the number of passengers carried. There is a
strong correlation between the number of ASM’s and number of passengers as both
ASM’s and number of passengers are driven by the number of seats on our
flights. The Company contends that revenue sources not directly driven by ASMs are
not material but have been adequately disclosed.

In
future filings, the Company will monitor and disclose material changes in
revenue trends and the effect changes in ASMs have on all material revenue
sources.

Item 7. Results
of Operations, page 35

Scheduled
Service Revenue

3.              It
is unclear from your discussion how revenue was impacted by capacity management
(reductions) as well as what portion of the increase from 2007 to 2008 was
driven specifically by an increase in passenger service versus an increase due
to a full year of your newly established destinations in late 2007.  Please revise your disclosure to
quantitatively and qualitatively explain each factor’s impact on revenue.

Company Response:

In
response to rising fuel prices in 2008, the Company focused on appropriate
capacity reductions to ensure continued profitability.  Our route adjustments reflected long-haul
route eliminations and frequency reductions in Las Vegas in addition to
introducing new service and increased frequency to shorter-haul routes in other
leisure destinations.  These adjustments
were made primarily due to the Company’s inability to pass on to customers the
increased fuel cost through base air fare increases without impairing the
Company’s load factor. Base air fares were relatively flat by leisure destinations
year over year.   As a result, the
leisure market most impacted by capacity cuts was the Las Vegas market.  In 2007 the Las Vegas market represented approximately
58% of the Company’s scheduled service departure production.  Due to capacity reductions made in 2008, Las
Vegas departures decreased by 1,417 (2008 compared to 2007) or 9.8% and represented
approximately 44% of the Company’s scheduled service departure production in
2008.  Conversely, during this period we
realized significant departure growth in Phoenix and Ft. Lauderdale, our two
new leisure destinations established in late 2007, and the full-year effect
they had on our operations.  In 2007
these two markets accounted for 720 departures or 2.8% of the Company’s total
scheduled service departure production.
In 2008 these markets contributed 4,578 departures or 15.5% of the
Company’s total scheduled service departure production.

In
response to the Staff’s comment, in future filings the Company will continue to
monitor and disclose material changes in revenue trends and provide more
disclosure concerning capacity changes.

4.              Based
on your September 2009 investor presentation, as furnished in your Form 8-K
filed on September 22, 2009, your ancillary revenue appears to consist of
two broad categories, sales of third-party products (hotels, car rentals, show
tickets, theme park tickets, etc.) and unbundled air travel related charges
(convenience fee, assigned seat fee, priority boarding fee, checked bag fee,
booking fee, etc.).  To provide investors
with greater insight into your results of operations, we believe you should
consider separately quantifying and discussing revenues from these two
ancillary revenue sub-categories.

Company Response:

We have considered
separating ancillary revenues into sub-categories and will continue to do so.
However, we do not believe separately quantifying and discussing our ancillary
revenue in two revenue sub-categories will be meaningful to investors’
understanding of our results of operations.  Our use of these
sub-categories in the investor presentation was merely to identify the wide
range of ancillary products we offer.  Each element of ancillary revenue
is independent of the base air fare for air transportation, whether provided by
us (the unbundled aspects of air travel) or by a third party. In fact, we offer
more than 50 different ancillary revenue products from third parties and more
than 20 different unbundled ancillary revenue products. Any reporting with
respect to the revenues attributable to any groupings of these ancillary
revenue products would be arbitrary and would not likely be meaningful to
investors.

We believe the take-rate
of our various ancillary revenue products varies significantly from market to
market and from time to time based upon a myriad of factors, many of which are
based on consumer behavior and other factors over which we have little or no
control.

Here are several
examples:

1.               Families looking to minimize the cost of
a vacation may try to reduce the number of bags checked to avoid checked bag
fees. Families with more money to spend may not mind paying for the convenience
of checked bags.

2.               A low base fare might (but might not)
encourage passengers to sign up for extras or book a more expensive hotel or
longer stay.

3.               A low base air fare might discourage
passengers from purchasing the Trip-Flex product.  Conversely, higher base
air fares might encourage the purchase of Trip-Flex.  The establishment of
base air fares depends on many factors not necessarily related to our ancillary
revenue.

4.               Passengers may, but may not, be more
likely to buy assigned seats for longer flights than shorter flights.  If
we change the mix of our flight schedule in this way, it may (but may not)
impact this ancillary revenue product.

5.               The sale of show tickets will depend on
the popularity of the shows offered.

6.               The number of checked bags may depend on
the length of stay which is affected by hotel rates, vacation budgets and the
distance traveled.

7.               We sell more hotel rooms in Las Vegas
than in our other leisure destinations.  If we decide to fly more or fewer
flights to Las Vegas, this aspect of our ancillary revenue will be impacted
accordingly.

8.               The purchase of hotel rooms will likely
be based on the attractiveness of our pricing which is significantly impacted
by the rates being offered to us by the hotels, over which we have little or no
control.

In summary, the
take-rates of the various elements of our ancillary revenue products are based
on so many factors beyond our control, we do not believe investors could
appropriately derive any meaningful information from any sub-characterizations.

Nevertheless, in response
to the Staff’s comment, in future filings, we will consider whether it would be
appropriate to disclose revenue from any sub-groupings of the various elements
of ancillary revenue and will also seek to quantify and discuss factors
specific to those ancillary revenue products which result in a material change
to our ancillary revenue from period to period.

5.              Please
ensure that you quantify all material factors to which variances are
attributed. For example, you state that ancillary revenue increased due to an
increase in baggage fees but do not quantify this factor.

Company Response:

In
response to the Staff’s comment, in future filings, we will quantify and
discuss all material factors to which variances are attributed.

6.              Please
revise your discussion and analysis of fixed fee contract revenue to disclose
information that will provide context for the results of this line of
business.  For example, disclose the
number of available seat miles, flights, or other relevant metric that is the
primary driver of you earning of fixed fee contract revenue, so that readers
will be able to assess whether changes are being driven by rates or volume and
the extent of each.

Company Response:

Please note
that the operating statistics included as part of our management’s discussion
and analysis provides comprehensive information regarding our total system
operations and our scheduled service operations. Virtually all of the
differences between these two sets of figures are attributable to our fixed fee
flying. As such, investors can readily determine the number of ASM’s,
departures, passengers, block hours and other metrics associated with our fixed
fee flying.

In
response to the Staff’s comment, in future filings, we will consider expanding
our management’s discussion and analysis to better clarify the effect of these
metrics on fixed fee flying revenue from period to period.

Liquidity and
Capital Resources, page 41

7.              We
note that the timing and type of maintenance events may cause maintenance and
repairs expense to vary significantly from period to period, and that in fact
this was the case in 2008 as each maintenance event that happened to be
required during 2008 was more costly on average than those in 2007.  In light of this variability and significance
of such costs on your operations, please expand to discuss the timing and type
of events expected to occur in future periods as well as the amount of expected
cash use, to the extent reasonably known.

Company Response:

The
maintenance and repairs expense is most significantly impacted by heavy
maintenance checks, which consist of more complex inspections and servicing of
the aircraft and engines.  These heavy
maintenance events can be scheduled and unscheduled.  Scheduled maintenance is typically based on
utilization of aircraft and engines and the range of the expense from each
scheduled maintenance event can be anticipated with some degree of accuracy.  However, unscheduled maintenance is
unpredictable as the timing and extent of the repair event was not anticipated.
The cost of any repair event may be significantly impacted by the unknown
nature of the repair at the time commenced, the cost of replacement parts at
the time,  repair or tear down analysis
based on airframe and engine market prices at the time of failure, impact on
aircraft utilization from capacity changes, and other cost variables.

We do
not believe any significant fluctuation in our maintenance and repairs expense
from period to period would likely result in our liquidity increasing or
decreasing in a material way.  We have
provided investor guidance in Form 8-K filings regarding an expected range
of maintenance and repairs expense per aircraft per month which we believe provides
for some transparency into our expectations with respect to this expense line
item.

In
response to the Staff’s comment, in future filings, we will consider expanding
discussions to describe the timing and type of events expected in future
periods to the extent reasonably known.

Revenue
Recognition, page 61

8.              Please
explain to us your basis for recognizing revenue from the sale of travel
protection at the time of sale.

Company Response:

Our travel protection product (“Trip-flex”) provides
customers, for a nominal fee, the flexibility to make unlimited changes to
their reservations in the future at no additional charge.   Trip-flex is not insurance but rather a
prepaid change fee which is entirely optional and is non refundable.  Typical itinerary modifications would include
changes in passengers, travel dates, hotel accommodations, etc.  Trip-flex is not tied to any particular date
of travel and has historically been considered a separate transaction
independent from the original ticket sale, similar to change fees and
recognized as revenue at the time of purchase.
The sale of Trip-flex began in August 2007.  Revenue from the sale of Trip-flex for the
years ended December 31, 2008 and 2007 was $11.5 million and $3.5 million,
respectively.  Trip-Flex revenue as a
percentage of total revenues for the years ended December 31, 2008 and
2007 was 2.3% and 1.0%, respectively.

The
Airline Audit Guide (“AAG-AIR”) provides an accounting convention for the
recognition of revenue for “Change and Other Transaction Fees”.  The application of this convention is for the
recognition of these

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

       DIVISION OF
CORPORATION FINANCE

        October 14, 2009           Mr. Andrew C. Levy Chief Financial Officer  Allegiant Travel Company 8360 S. Durango Drive Las Vegas, NV  89113   Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2008
  File No. 000-31683

Dear Mr. Levy:
  We have reviewed the above referenced filings and have the following comments.
Some of our comments request changes to disc losure in future filings.  If you disagree,
we will consider your explanation as to w hy a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Our comments may also request information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this letter.

Form 10-K for the fiscal year ended December 31, 2008

Item 1.  Business, Aircraft Fuel, page 12

1. We note your efforts to reduce fuel costs by entering into an operating agreement
with an airport as well as investing in  fuel storage units and transportation
facilities involved in the distribution pro cess.  Please provide  a discussion which
describes the operating agreement, in cluding your obligations, and discuss
management’s assessment of the effectiv eness of the arrangement in reducing
costs.  Also discuss the company’s activit y with regard to the fuel distribution
process including the amounts that have been invested and plan to be invested in
the future.

Allegiant Travel Company
October 14, 2009
Page 2 of 4           Selected Financial Data, page 29

2. Please explain to us and disclose the meaningfulness of operating revenue per
ASM (RASM), ancillary revenue per ASM, and total revenue per ASM.  In this
regard, we note that certain revenue sour ces, such as ancillary revenues from the
sale of third-party products and sub-lease rentals, are not driven based on changes
in the number of available seat miles in a period.
 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 35
Scheduled Service Revenue

3. It is unclear from your discussion how revenue was impacted by capacity
management (reductions) as well as what portion of the increase from 2007 to
2008 was driven specifically  by an increase in passe nger service versus an
increase due to a full year of your newly established destinati ons in late 2007.
Please revise your disclosure to quantit atively and qualitatively explain each
factor’s impact on revenue.

4. Based on your September 2009 investor presentation, as furnished in your Form
8-K filed on September 22, 2009, your ancillary  revenue appears to consist of two
broad categories, sales of third-party products (hotels, car rentals, show tickets,
theme park tickets, etc.) and unbundled ai r travel related charges (convenience
fee, assigned seat fee, prio rity boarding fee, checked bag fee, booking fee, etc.).
To provide investors with greater insight  into your results of operations, we
believe you should consider separately quantifying and discussing revenues from these two ancillary revenue sub-categories.

5. Please ensure that you quantify all mate rial factors to which variances are
attributed.  For example, you state that ancillary revenue increased due to an increase in baggage fees but  do not quantify this factor.

6. Please revise your discussion and analysis  of fixed fee contract revenue to
disclose information that will provide c ontext for the results of this line of
business.  For example, disclose the number  of available seat miles, flights, or
other relevant metric that is the prim ary driver of your earning of fixed fee
contract revenue, so that readers will be able to assess whether changes are being
driven by rates or volume and the extent of each.

Liquidity and Capital Resources, page 41

7. We note that the timing and type of maintenance events may cause maintenance

Allegiant Travel Company
October 14, 2009
Page 3 of 4
and repairs expense to vary significantly fr om period to period, and that in fact
this was the case in 2008 as each maintenance event that happened to be required during 2008 was more costly on average th an those in 2007.  In light of this
variability and significan ce of such costs on your ope rations, please expand to
discuss the timing and type of events exp ected to occur in future periods as well
as the amount of expected cash use, to the extent reasonably known.
 Revenue Recognition, page 61

8. Please explain to us your basis for recogni zing revenue from the sale of travel
protection at the time of sale.
 Note 9.  Related Party Transactions, page 73

9. With respect to certain le ase agreements with rela ted parties, we note your
representation that the terms of such agr eements are at least as favorable as the
Company could receive in arm’s length transactions.  Please note that representations about transact ions with related parties s hould not imply that they
were consummated on terms equivalent to  those that prevail in arm’s-length
transactions unless such repr esentations can be substantia ted.  Refer to paragraph
3 of SFAS 57.

Exhibits 31.1 and 31.2

 10. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule  13a-14(a) also includes the title of
the certifying individual.  In future fi lings, the identification of the certifying
individual at the beginni ng of the certification should be revised so as not to
include the individual’s title.   The certification must be provided exactly as stated
in Item 601(b)(31) of Regulation S-K.  Pr ovide a separate certification in future
filings for each the principal executive offi cer and principal financial officer.  You
do not need to reference th e other titles of the individuals signing in those
capacities.  Refer to Item 601(b)(31).

********

  We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in your filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a

Allegiant Travel Company
October 14, 2009 Page 4 of 4           statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in its
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

 You may contact Theresa Messinese at  202-551-3307 for questions regarding the
financial statements and related matt ers, Nolan McWilliams at 202-551-3217 for
questions regarding Comment 10, or the undersigned at 202-551-3380 with any other
questions.
Sincerely,

Lyn Shenk Branch Chief

CORRESP
1
filename1.htm

May 1,
2009

Securities
and Exchange Commission

Judiciary
Plaza

100
F Street, NE

Washington,
D.C. 20549

  RE:

  Allegiant
  Travel Company

  Registration Statement on Form S-3 (Registration Statement
  No. 333-153282)

Ladies
and Gentlemen:

We
hereby request that the above-referenced Registration Statement be declared
effective at 4:30 p.m. on Monday, May 4, 2009, or as soon thereafter as
practicable.

In
making this request, Allegiant Travel Company (the “Company”) acknowledges
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, does not
relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing.

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

  Very
  truly yours,

  /s/
  Maurice J. Gallagher, Jr.

  Maurice
  J. Gallagher, Jr.

  Chief
  Executive Officer

  cc:
   Robert B. Goldberg, Esq.

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

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561

 April 30, 2009

Via U.S. Mail

Andrew C. Levy
Chief Financial Officer and Managing Director - Planning
Allegiant Travel Company
8360 South Durango Drive Las Vegas, Nevada  89113

Re:  Allegiant Travel Company
  Amendment No. 2 to Form S-3
  Filed April 21, 2009   File No. 333-153282

Dear Mr. Levy:

We have reviewed your response to the co mments in our letter dated September
24, 2008 and have the following additional comments.  Please note that all page references below correspond to the marked version of your filing.
Exhibit 5.1

1. We note the first sentence of the second to last paragraph.  Please revise the
opinion to delete this qualification on jurisdiction.
2. We note your statement in the second to last paragraph that you do not express
any opinion concerning any law other than  corporate law provisions of the
Nevada Revised Statutes.  Please revise to  state that your opinion is based on the
laws of the State of Nevada.
3. We note your disclosure on page 14 of th e Form S-3 that the indenture and the
debt securities and guarantees will be c onstrued in accordance with and governed
by the laws of the State of New York.  Please provide an opinion with respect to
New York law.

Andrew C. Levy
Allegiant Travel Company
April 30, 2009 Page 2

As appropriate, please amend your filing and respond to these comments within
ten business days or tell us when you will prov ide us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
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 disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Andrew C. Levy
Allegiant Travel Company
April 30, 2009
Page 3

You may contact Michelle Lacko at (202) 551-3240 or me at (202) 551-3313 with
any other questions.
 Regards,      Rolaine S. Bancroft  Special Counsel
 cc: Robert B. Goldberg, Esq.  Ellis Funk, P.C.  Fax:  (404) 233-2800

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          October 6, 2008  Maurice J. Gallagher, Jr. Chairman of the Board and Chief Executive Officer Allegiant Travel Company 3301 N. Buffalo, Suite B-9 Las Vegas, Nevada  89129
Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2007
  Filed March 11, 2008
  File No. 001-33166

Dear Mr. Gallagher:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
        S i n c e r e l y ,

Max A. Webb
        A s s i s t a n t  D i r e c t o r    cc: Robert B. Goldberg  Fax:  (404) 233-2188

CORRESP
1
filename1.htm

ELLIS FUNK, P.C.

  Robert
  N. Dokson

  Attorneys At Law

  Of
  Counsel:

  Neal
  J. Fink

  One Securities Centre

  Donald
  J. Ellis (GA & VA)

  Robert
  B. Goldberg (GA & SC)

  Suite 400

  David
  I. Funk

  Amy
  L. Kaye

  3490 Piedmont Road, N.E.

  Russell
  H. Kasper, P.C.

  Albert
  L. Labovitz (GA & AL)

  Atlanta, Georgia 30305-1743

  Jane
  R. Leitz

  M.
  Barry Leitz

  404-233-2800

  Clay
  M. White

  Facsimile 404-233-2188

  E-mail:
  rgoldberg@ellisfunk.com

September 24, 2008

Mr. Max
Webb

Assistant
Director

United States
Securities and Exchange Commission

100 F Street
NE

Washington,
D.C 20549

  Re:

  Form 10-K for the fiscal year ended
  December 31, 2007

  Filed March 11, 2008

  Definitive Proxy Statement on Schedule 14A

  Filed April 21, 2008

  File No. 001-33166

Dear Mr. Webb:

This letter is in response to the Staff’s comment letter issued on July 30,
2008, with respect to the above-referenced matter concerning Allegiant Travel
Company (the “Company”). The following responds to the item numbers in the
Staff’s comment letter:

Item 1. Business Overview, page 1

1.                                      We
note your references to your website throughout your filing. In future filings,
please disclose your Internet address and state whether you make available,
free of charge, on or through your Internet website your annual report,
quarterly reports, current reports, and amendments to those reports as soon as
reasonably practicable after you electronically file such material with, or
furnished it to, the SEC. Refer to Item 101(e) of Regulation S-K.

Company Response:

The Company’s website is referred to several times in the Company’s
proxy statement, in which the Company indicates that the Company’s proxy
statement and annual report are available on the website. The Company does, in
fact, make available its SEC reports on its website. In future filings, the
Company will disclose its Internet address in its Form 10-K and will
indicate that its annual report, quarterly reports, current reports and
amendments to those reports will be made available through its Internet website
as soon as reasonably practicable after electronically filed with or furnished
to the SEC.

Item 1A. Risk Factors, page 16

2.                                      In
future filings, please remove the references in your first paragraph that you
discuss some, but not all of the significant risk factors or revise to clarify
that you have discussed all known material risks.

Company
Response:

In the introductory paragraph to “Risk Factors” in future filings, the
Company will remove references indicating the Company faces other risks not
being discussed.

Item 11. Executive Compensation, page 84

3.                                      We
note your disclosure on page 18 of your Definitive Proxy Statement that Mr. Gallagher
is expected to provide input to the compensation committee in making
compensation decisions for your executive officers. In future filings, please
disclose in reasonably complete detail Mr. Gallagher’s role in your
compensation processes and his input during the crafting of compensation
packages. Refer to Item 402(b)(2)(xv) of Regulation S-K.

Company
Response:

In future filings, the compensation discussion and analysis will more
thoroughly describe (in reasonably complete detail) Mr. Gallagher’s role
in establishing the compensation packages for other executive officers.

4.                                      We
note your disclosure on page 18 of your Definitive Proxy Statement that
you consider the base salaries for your managing directors to be in line with
the base salaries generally paid to equivalent officers at other similarly
sized companies in your industry. In future filings, please identify the
companies to which you benchmark and disclose the degree to which the
compensation committee considers such companies comparable to you. Refer to
Item 402(b)(2)(xiv) of Regulation S-K.

Company
Response:

In future filings, the compensation discussion and analysis will
identify any companies used to benchmark the compensation of the Company’s
officers and the basis for using such companies as comparable companies (to the
extent the Compensation Committee actually uses other companies as benchmarks
during the period being discussed).

2

5.                                      We
note your disclosure regarding your Annual Discretionary Incentive Cash Bonus
Program. In future filings, please provide a qualitative and a quantitative
discussion of the performance measures to be achieved in order for your
employees, including named executive officers and management employees, to earn
performance-related compensation. We would expect to see the specific company
financial goals, key operating drivers and individual performance objectives
used to determine performance-related compensation and how your
performance-related awards are specifically structured around such performance
goals. Please note that qualitative measures generally need to be presented to
conform to the requirements of Item 402(b)(2)(v) of Regulation S-K. To the
extent you believe that disclosure of the targets is not required because it
would result in competitive harm such that the targets could be excluded under
Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a
detailed explanation for such conclusion. Please also note that to the extent
that you have an appropriate basis for omitting the specific targets, you must
discuss how difficult it would be for the named executive officers or how
likely it will be for you to achieve the undisclosed target levels or other
factors. General statements regarding the level of difficulty, or ease,
associated with achieving performance goals either corporately or individually
are not sufficient.

Company
Response:

The Company acknowledges the Staff’s comment. Please note that the
Company’s 2008 proxy statement discloses the only quantitative aspects of the
discretionary incentive cash bonus program–that is, the Company’s operating
income must exceed 5% of revenue for the year and the bonus pool will not
exceed 10% of operating income. Subject to those quantitative features and
limits, the Company’s Compensation Committee then determines the amount of
bonus pool and its allocation among eligible employees without regard to any objective,
predetermined individual performance criteria. Nevertheless, in future filings,
the Company will expand the discussion of the qualitative factors used to
determine the size and allocation of the bonus pool.

6.                                      In
future filings, please provide a narrative disclosure to your Summary
Compensation Table and Grants of Plan-Based Awards Table, including, but not
limited to, a description of the material terms of each named executive officer’s
employment agreement or arrangement and an explanation of the amount of salary
and bonus in proportion to total compensation. Refer to Item 402(e) of
Regulation S-K.

Company
Response:

In future filings, the Company will provide a narrative description of
material factors necessary to an understanding of the information included in
the Summary Compensation Table and Grants of Plan-Based Awards Table. The
narrative will include reference to the named executive officer’s employment agreement,
if applicable, and an explanation of the amount of salary and bonus in
proportion to total compensation.

3

Signatures, page 87

7.                                      Please
have your controller or principal accounting officer sign your filing.

Company Response:

The Company will have its principal accounting officer sign its annual
reports on Form 10-K in the future.

The Company hereby acknowledges that:

•                  The
Company is responsible for the adequacy and accuracy of the disclosure in the
filing of its periodic reports and proxy statements;

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

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

Please confirm that the foregoing satisfies the concerns expressed in
the Staff’s comment letter. Please contact me at (404) 233-2800 should you
require additional information or have questions regarding this letter.

  Sincerely,

  /s/ Robert
  B. Goldberg

  Robert B.
  Goldberg

  RBG:jll

  cc:

  Maurice J.
  Gallagher, Jr.

  Andrew C.
  Levy

4

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

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561

 September 24, 2008

Via U.S. Mail

Andrew C. Levy
Chief Financial Officer and Managing Director - Planning
Allegiant Travel Company
8360 South Durango Drive Las Vegas, Nevada  89113

Re:  Allegiant Travel Company
  Form S-3
  Filed August 29, 2008   File No. 333-153282

Dear Mr. Levy:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Andrew C. Levy
Allegiant Travel Company
September 24, 2008 Page 2

 General

1. Please note that we will not be in a pos ition to declare your filing effective until
you have satisfactorily replied to and we  have cleared all outstanding comments
on your Form 10-K for the fiscal  year ended December 31, 2007.
2. Please confirm that at the time of filing a ny prospectus supplement any associated
legal opinion will not contain inappropriate assumptions or limitations.

Item 16.  Exhibits, page II-2
3. We note that the second and forth to last paragraphs in Exhibit 5.1 limit the extent
to which persons other than the company may rely upon the opinion of Ellis Funk,
P.C.  Please delete these paragraphs as they include inapprop riate limitations.
Shareholders are entitled to rely on the legal opinion.

* * * * *

As appropriate, please amend your filing and respond to these comments within
ten business days or tell us when you will prov ide us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
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 disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

Andrew C. Levy
Allegiant Travel Company
September 24, 2008
Page 3

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Michelle Lacko at (202) 551-3240 or me at (202) 551-3412 with
any other questions.
 Regards,      Amanda McManus  Branch Chief – Legal
 cc: Robert B. Goldberg, Esq.  Ellis Funk, P.C.  Fax:  (404) 233-2800

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

DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561          July 30, 2008  Maurice J. Gallagher, Jr. Chairman of the Board and Chief Executive Officer Allegiant Travel Company 3301 N. Buffalo, Suite B-9 Las Vegas, Nevada  89129
Re: Allegiant Travel Company
Form 10-K for the fiscal year ended December 31, 2007
  Filed March 11, 2008
  Definitive Proxy Statement on Schedule 14A
  Filed April 21, 2008   File No. 001-33166

Dear Mr. Gallagher:
We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Maurice J. Gallagher, Jr.
Allegiant Travel Company
July 30, 2008 Page 2

 Form 10-K

 Item 1.  Business Overview, page 1

1. We note your references to your website th roughout your filing.  In future filings,
please disclose your Internet  address and state whether you make available, free
of charge, on or through your Internet website your annual report, quarterly reports, current reports, and amendments to those reports as soon as reasonably
practicable after you electronically file such  material with, or furnished it to, the
SEC.  Refer to Item 101(e) of Regulation S-K.
 Item 1A.  Risk Factors, page 16

2. In future filings, please remove the references in your first paragraph that you discuss some, but not all of the significant risk factors or revise to clarify that you have discussed all known material risks.
 Item 11.  Executive Compensation, page 84

3. We note your disclosure on page 18 of your  Definitive Proxy Statement that Mr.
Gallagher is expected to provide input to the compensation committee in making
compensation decisions for your executive officers.  In future filings, please disclose in reasonably comp lete detail Mr. Gallagher’s role in your compensation
processes and his input duri ng the crafting of compensation packages.  Refer to
Item 402(b)(2)(xv) of Regulation S-K.
 4. We note your disclosure on page 18 of your Definitive Proxy Statement that you
consider the base salaries for your managi ng directors to be in line with the base
salaries generally paid to equivalent officers at other similarly sized companies in
your industry.  In future filings, please identify the companies to which you benchmark and disclose the degree to which the compensation committee considers such companies comparable to  you.  Refer to Item  402(b)(2)(xiv) of
Regulation S-K.
 5. We note your disclosure regarding your  Annual Discretionary Incentive Cash
Bonus Program.  In future filings, please  provide a qualitative and a quantitative
discussion of the performance measures  to be achieved in order for your
employees, including named executive officers and management employees, to earn performance-related compensation.  We would expect to see the specific
company financial goals, key operating drivers and individual performance objectives used to determine performance-related compensation and how your performance-related awards are specifi cally structured around such performance
goals.  Please note that qualitative measur es generally need to be presented to
conform to the requirements of Item 402( b)(2)(v) of Regulation S-K.  To the

Maurice J. Gallagher, Jr.
Allegiant Travel Company
July 30, 2008 Page 3

extent you believe that disclosure of the targets is not requir ed because it would
result in competitive harm such that  the targets could be excluded under
Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed
explanation for such conclusion.   Please also note that to the extent that you have
an appropriate basis for omitti ng the specific targets, you must  discuss how
difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed  target levels or other fact ors.  General statements
regarding the level of difficulty, or ease, associated with achieving performance
goals either corporately or indi vidually are not sufficient.
 6. In future filings, please provide a na rrative disclosure to your Summary
Compensation Table and Grants of Plan-B ased Awards Table, including, but not
limited to, a description of the material terms of each named executive officer’s employment agreement or arrangement and an explanation of the amount of salary and bonus in propor tion to total compensation.  Refer to Item 402(e) of
Regulation S-K.
 Signatures, page 87

7. Please have your controller or princi pal accounting officer sign your filing.

* * * * *
  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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a 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.

Maurice J. Gallagher, Jr.
Allegiant Travel Company
July 30, 2008
Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, you may contact Michelle
Lacko at (202) 551-3240.  If you need further assistance , you may contact me at (202)
551-3750.           R e g a r d s ,            M a x  A .  W e b b          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

  Global Markets & Investment Banking

  4 World Financial Center - 5th Floor

  New York, New York 10080

  212-449-6500

  December 4, 2006

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  Allegiant Travel Company

  Registration Statement No. 333-134145

Gentlemen:

We hereby join the
company in requesting that the effective date for the registration statement
referred to above be accelerated so that it will be declared effective at 3:00
p.m. on December 7, 2006, or as soon thereafter as possible, pursuant to Rule
430A.

The underwriters of the
above issue were advised by invitation wire and in subsequent underwriting
papers that they must comply with the provisions of SEC Release No 33- 4968 of
the 1933 Act and Rule 15c2-8 under the 1934 Act. Copies of the preliminary
prospectus have been or will be made available in sufficient time for
distribution to all prospective purchasers no less than 48 hours prior to the
time it is expected confirmations will he mailed. The undersigned, as
joint-lead managers, have and will, and each underwriter and each dealer has
advised the undersigned that it has and will comply with Release No. 33- 4968
of the 1933 Act and Rule 15c2-8 under the 1934 Act.

In connection with the
foregoing and pursuant to Rule 460 please be advised that the undersigned have
effected approximately the following distribution of copies of the Preliminary
Prospectus dated November 20, 2006.

  N.Y.S.E.

  1

  Financial Services and
  Publications

  15

  N.A.S.D.

  5

  Underwriters

  5,500

  Dealers

  20

  Individuals &
  Corporations

  1,759

  MLPF&S Inc. Branch
  Offices

  4,837

  12,137

  Copies

Very truly yours,

MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED

BEAR, STEARNS & CO.
INC.

RAYMOND JAMES & ASSOCIATES,
INC.

As Underwriters

  BY:  MERRILL
  LYNCH, PIERCE, FENNER & SMITH INCORPORATED

  By:

     /s/ Palma
  Mazzolla

  Palma Mazzolla

  Authorized
  Signatory

 2

CORRESP
1
filename1.htm

December 4, 2006

Securities and
Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                               Allegiant
Travel Company

Registration Statement on Form S-1 (Registration Statement No. 333-134145)

Ladies and Gentlemen:

We hereby request that
the above-referenced Registration Statement be declared effective at 3:00 p.m.
on Thursday, December 7, 2006, or as soon thereafter as practicable.

In making this request, Allegiant
Travel Company (the “Company”) acknowledges 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 this action (the acceleration of the effective
date of the registration statement) as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United
States.

Very truly yours,

/s/ Linda A. Marvin

Linda A. Marvin

Chief Financial Officer

cc:           Robert B. Goldberg, Esq.

CORRESP
1
filename1.htm

ELLIS FUNK, P.C.

  Robert N. Dokson

  Attorneys At Law

  Of Counsel:

  Neal J. Fink

  One Securities
  Centre

  Donald J. Ellis (GA & VA)

  Robert B. Goldberg (GA & SC)

  Suite 400

  David I. Funk

  Amy L. Kaye

  3490 Piedmont
  Road, N.E.

  Russell H. Kasper, P.C.

  Albert L. Labovitz (GA & AL)

  Atlanta, Georgia
  30305-1743

  Jane R. Leitz

  M. Barry Leitz

  404-233-2800

  Clay M. White

  Facsimile
  404-233-2188

  E-mail: rgoldberg@ellisfunk.com

November 27, 2006

Ms. Sara Kalin

Legal Branch Chief

United States
Securities and Exchange Commission

100 F Street NE

Washington, D.C 20549

Re:          Allegiant Travel Company

Amendment No. 3 to Registration Statement on Form S-1 Filed
on

November 20, 2006

File No. 333-134145

Dear Ms. Kalin:

This letter is in response to the Staff’s comment
letter issued on November 21, 2006, with respect to the above-referenced
matter. The following responds to the item numbers in the Staff’s comment
letter:

Management’s Discussion and Analysis of Financial
Condition and Results of Operations; Off-Balance Sheet Arrangements, page 53

1.                                    We
note your disclosure that subsequent to December 31, 2005, you purchased three
of your aircraft that were previously under operating leases. You state further
that your payments under your operating leases will be reduced by approximately
$980,000 in 2006, $1,680,000 in 2007, and $980,000 in 2008, as a result of
these purchases. However, it appears from Note 14 to your financial statements
that each of your aircraft purchases was partially or fully funded using
financing provided by the seller. As such, we believe that you should expand your disclosure either in this
section or directly below your contractual obligations table to discuss the
amounts that your periodic long-term debt payments (i.e. for the next five
years and thereafter) will increase as a result of your aircraft purchases.

Company Response:

We acknowledge the Staff’s comment, but we do not
believe additional disclosure is required.
In that regard, please refer to Note 4 to the financial statements where
the debt incurred to purchase these aircraft is disclosed, along with the
interest rate and the terms of the repayment ($7,862,000 of debt due at varying
dates through June 2011 and $2,221,000 of debt due at varying dates through July
2008).  The additional disclosure the
Staff suggests would not add any material information not already included in
Note 4 to the financial statements.

Business  Competition, page 79

2.                                    On
page 80, revise to omit the comparisons with US Airways, United, American and
Northwest Airlines. For example, remove your statements indicating that you
have a unit cost advantage over other airlines because the other airlines use
smaller jets, and remove the statement indicating that legacy carriers tend to
charge higher restrictive fares and have a longer elapsed time of travel.

Company Response:

We acknowledge the Staff’s
comment, but we do not believe the disclosure must be revised.  In the airline industry, unit cost refers to
cost per available seat mile.  With respect
to the Company’s unit cost advantage, the Company’s lower cost per available
seat mile than U.S. Airways is based on publicly available information.  For the first nine months of 2006, U.S Airways
reported in its 10-Q filing its cost per available seat mile was 10.13 cents
for its America West operations and 11.52 cents for its U.S Air operations. In
comparison, Allegiant’s cost per available seat mile for the first nine months
of 2006 was 7.44 cents.

With respect to higher
restrictive fares and a longer elapsed time of travel for travel between Las
Vegas and Peoria, the fare information and elapsed time of travel are publicly
available from the various airlines’ web sites or from the global reservations
systems. In support of this conclusion is a U.S. Department of Transportation
report showing the average fare from Peoria to Las Vegas as being $144 for
Allegiant and $210 for other airlines for the 12 months ended June 30, 2006. We
have also priced round trip travel on Allegiant and the other airlines (United,
American and Northwest) for future travel between Peoria and Las Vegas. For a
round trip beginning on December 7, 2006, Allegiant’s fare is $198 whereas the
other airlines are all listed at $259 (based on the Sabre Reservations System).
For a round trip beginning January 11, 2007, Allegiant’s fare is $198 whereas
the other airlines are all listed at $418. The other airlines all require
advance purchase of 7 to 21 days, at least one night’s stay and a round trip
purchase. Allegiant does not have any of these requirements. As Allegiant’s
flights are all nonstop and the other airlines all provide connecting service
through their hubs, the elapsed time of travel on Allegiant will always be
significantly less than the other airlines.

 2

People, page 80

3.                                      As
a follow-up to the comment above, remove the statement indicating that your
employees’ high quality service differentiates you from your competitors, or
provide support for this statement, Further, we remind you that your
registration statement should be updated to reflect the flight attendant vote
on third party representation prior to effectiveness.

Company Response:

We acknowledge the
Staff’s comment, but we do not believe the deletion of language is
mandated.  The Company does believe its
employees’ service differentiates it from its competitors even if the statement
cannot be objectively supported.
However, please note that the statement is one of the Company’s belief.

With respect to
the union vote, we confirm to you our intention to include the results in the
prospectus prior to effectiveness (if material).

Aircraft Fuel, page 83

4.                                      We
note your disclosure that you have formed a wholly-owned subsidiary that has
entered into a limited liability company operating agreement with an affiliate
of Orlando Sanford International Airport to engage in contract fueling
transactions for the provision of aviation fuel to airline users at that
airport. Please tell us and disclose: i) the relationship of the limited
liability company to your company (e.g. joint venture, equity investee,
consolidated investee); and ii) your intended accounting treatment for the
limited liability company operating agreement. As a part of your response,
please discuss any accounting literature that you have relied upon in determining
your intended accounting treatment.

Company Response:

We acknowledge the
Staff’s comment, but we do not believe the additional disclosure is material at
this time.  The limited liability company
is 50% owned by the Company’s wholly-owned subsidiary, but the limited
liability company has yet to commence business, be capitalized, have assets or
generate revenues.  The Company intends
to consider the requirements of FIN 46R “Consolidation of Variable
Interest Entities,” APB 18 “The Equity Method of
Accounting for Investments in Common Stock,” and ARB 51 “Consolidated Financial Statements” in determining
whether the investment will be accounted for under the equity method or
consolidation once the limited liability company becomes operational.

 3

Legality Opinion — Exhibit 5.1

5.                                      Please
confirm that the reference and limitation to the “internal corporate law of the
State of Nevada” includes the statutory provisions and also all applicable
provisions of the Nevada Constitution and reported judicial decisions interpreting
these laws. See Section VIII A.14 of the CF Current Issues Outline.

Company Response:

We will revise the
opinion letter to conform to the Staff’s suggestion.

In light of the
foregoing, we respectfully request that the Staff withdraw comments #1 through
4 above.  We would be pleased to discuss
further if you like and would appreciate hearing back from you at your earliest
opportunity in that the Company’s road show is in process.

Please contact me at
(404) 233-2800 should you require additional information or have questions
regarding this letter.

Sincerely,

Robert B. Goldberg

RBG:jll

cc:         Maurice J. Gallagher, Jr.

Andrew C. Levy

Mark Smith, Esq.

 4

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
								November 21, 2006

Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129

Re:      Allegiant Travel Company
	Amendment No. 3 to Registration Statement on Form S-1
	Filed on November 20, 2006
	File No. 333-134145

Dear Mr. Levy:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
Off-Balance Sheet Arrangements, page 53
1. We note your disclosure that subsequent to December 31, 2005,
you
purchased three of your aircraft that were previously under
operating
leases.  You state further that your payments under your operating
leases will be reduced by approximately $980,000 in 2006,
$1,680,000
in 2007, and $980,000 in 2008, as a result of these purchases.
However, it appears from Note 14 to your financial statements that
each of your aircraft purchases was partially or fully funded
using
financing provided by the seller.  As such, we believe that you
should expand your disclosure either in this section or directly
below your contractual obligations table to discuss the amounts
that
your periodic long-term debt payments (i.e. for the next five
years
and thereafter) will increase as a result of your aircraft
purchases.

Business
Competition, page 79
2. On page 80, revise to omit the comparisons with US Airways,
United, American and Northwest Airlines.  For example, remove your
statements indicating that you have a unit cost advantage over
other
airlines because the other airlines use smaller jets, and remove
the
statement indicating that legacy carriers tend to charge higher
restrictive fares and have a longer elapsed time of travel.

People, page 80
3. As a follow-up to the comment above, remove the statement
indicating that your employees` high quality service
differentiates
you from your competitors, or provide support for this statement.
Further, we remind you that your registration statement should be
updated to reflect the flight attendant vote on third party
representation prior to effectiveness.

Aircraft Fuel, page 83
4. We note your disclosure that you have formed a wholly-owned
subsidiary that has entered into a limited liability company
operating agreement with an affiliate of Orlando Sanford
International Airport to engage in contract fueling transactions
for
the provision of aviation fuel to airline users at that airport.
Please tell us and disclose: i) the relationship of the limited
liability company to your company (e.g. joint venture, equity
investee, consolidated investee); and ii) your intended accounting
treatment for the limited liability company operating agreement.
As
a part of your response, please discuss any accounting literature
that you have relied upon in determining your intended accounting
treatment.

Legality Opinion - Exhibit 5.1
5. Please confirm that the reference and limitation to the
"internal
corporate law of the State of Nevada" includes the statutory
provisions and also all applicable provisions of the Nevada
Constitution and reported judicial decisions interpreting these
laws.
See Section VIII A.14 of the CF Current Issues Outline.

**********

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jeffrey Sears at (202) 551-3302 or Michael
Fay
at (202) 551-3812, if you have questions regarding comments on the
financial statements and related matters.  Please contact Johanna
Losert at (202) 551-3325 or me at (202) 551-3454 with any other
questions.

Sincerely,

Sara Kalin
Legal Branch Chief

cc:	Via Facsimile:  (404) 233-2188
	Mr. Robert Goldberg, Esq.
	Ellis Funk, P.C.
Andrew Levy
Allegiant Travel Company
November 21, 2006
Page 3

</TEXT>
</DOCUMENT>

CORRESP
1
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ELLIS FUNK, P.C.

  Robert N. Dokson

  Attorneys At Law

  Of Counsel:

  Neal J. Fink

  One Securities
  Centre

  Donald J. Ellis (GA & VA)

  Robert B. Goldberg (GA & SC)

  Suite 400

  David I. Funk

  Amy L. Kaye

  3490 Piedmont
  Road, N.E.

  Russell H. Kasper, P.C.

  Albert L. Labovitz (GA & AL)

  Atlanta, Georgia
  30305-1743

  Jane R. Leitz

  M. Barry Leitz

  404-233-2800

  Clay M. White

  Facsimile
  404-233-2188

  E-mail: rgoldberg@ellisfunk.com

September 25, 2006

Ms. Sara Kalin

Legal Branch Chief

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C 20549

Re:        Allegiant
Travel Company

File No. 333-134145

Dear Ms. Kalin:

You have requested our
analysis as to why the proposed private sale by certain selling stockholders of
Allegiant Travel Company (the “Company” or “Allegiant”) should not be
integrated with the proposed public offering of common stock.  Our analysis is based on the  policy position articulated by the Staff of
the Securities and Exchange Commission in the Black Box Incorporated (June 26,
1990) and the Squadron, Ellenoff, Pleasant & Lehrer (December 27, 1991)
no-action letters.

The Company is an airline
and travel company. Its chief executive officer and one of its principal
stockholders is Maurice J. Gallagher, Jr. Mr. Gallagher has been involved in
the airline business for more than 25 years, as a principal owner and executive
of Westair from 1983 until 1992, as a founder, officer and Director of ValuJet
Airlines from 1993 to 1997 and as a financial supporter, principal owner or
Director of Allegiant since 2000.

In early 2006, the
Company and Mr. Gallagher began discussions with Merrill Lynch regarding a
potential initial public offering and filed a Registration Statement on Form
S-1 on May 15, 2006, which was amended on July 6, 2006 and again on August 23,
2006.  The Company has not printed or
distributed preliminary prospectuses.

The business currently
operates as a limited liability company (Allegiant Travel Company, LLC) which
will merge into the Company at or immediately prior to the public offering. In
the merger, the LLC members will receive shares of the Company’s common stock.

During his involvement
with Westair, Mr. Gallagher became acquainted with Samuel Buttrick who served
as an airline analyst with UBS and Mr. Gallagher regularly spoke with Mr.
Buttrick during Mr. Gallagher’s tenure at Westair, ValuJet and now Allegiant.
Mr. Buttrick now serves as an investment manager with UBS.

As the airline industry
is capital intensive and airline companies frequently seek access to the
capital markets, Mr. Buttrick suggested Allegiant contact PAR Capital who
has made significant investments in many airlines. As a result of this
suggestion and in the ordinary course of establishing relationships with
sources of capital,  Mr. Gallagher
reached out to PAR Capital in August 2006. After brief contacts from time
to time on the phone, Mr. Gallagher and PAR Capital scheduled a face to
face meeting in September 2006. At the meeting, Mr. Gallagher introduced
Allegiant to PAR Capital without any specific intention of having PAR Capital buy
stock at that time or in the public offering. No written materials were
provided by Allegiant to PAR Capital at the meeting. After the meeting, PAR
Capital expressed interest in immediately acquiring stock in Allegiant and the
proposed transaction was negotiated.

PAR Capital is the general partner of the entity which serves as the general partner of PAR Investment Partners, L.P. The principal business of PAR Investment Partners, L.P. (“PAR”) is that of a private investment partnership engaging in the purchase and sale of securities for its own account. Based on public filings, we believe PAR Capital Management has in excess of $1.8 billion of investments as of June 30, 2006.

Under the proposed
transaction, an affiliate of PAR Capital will purchase 1,750,000 shares from
nine present stockholders of Allegiant at 93% - 95.5% of the IPO price
(depending on which party will pay the agency fee). The selling stockholders
are those who were previously listed as selling stockholders in the Allegiant
Travel Company registration statement. As a result of the proposed sale
to PAR, all selling stockholders will be removed from the registration
statement and all shares to be sold under the registration statement will now
come from Allegiant. The selling stockholders include ComVest
Allegiant Holdings (two of whose affiliates serve on the Allegiant Board), Viva
Air (two of whose affiliates serve on the Allegiant Board), Timothy Flynn (a
Board member), Mitchell Allee (currently, a more than 5% stockholder of
Allegiant) and five smaller stockholders.

In the purchase
agreement, PAR will make the representations and covenants necessary to support
that the transaction is exempt from registration under the Securities Act of
1933 (the “Securities Act”), including representations as to its status as an
institutional accredited investor and that it is acquiring the stock for its
own account, for investment purposes and not with a view to the distribution of
the shares. The shares to be issued to PAR will be legended and subject to stop
transfer instructions.

We expect that the
purchase agreement will be signed prior to the distribution of preliminary
prospectuses in connection with the IPO and that the obligations of the selling
stockholders and PAR will be subject to customary conditions, none of which
will be in the control of the parties to the purchase agreement.

The purchase price will
be payable in cash at closing, which will be conditioned upon and held
simultaneously with the closing of the initial public offering. An affiliate of
Merrill Lynch (the lead underwriter in the initial public offering) is to
receive a 2.5% agency fee in connection with the transaction.

 2

In connection with the
transaction, Allegiant will make customary representations and warranties to PAR
and has agreed to provide registration rights to PAR. PAR is expected to sign a
120-day lock-up in connection with the transaction.  But for the fact
that negotiations among the Company, PAR and the selling stockholders began
after the filing of the registration statement, we believe the proposed sale to
PAR would be exempt from registration under the Securities Act by reason of Section
4(1) (for those selling stockholders who are not affiliates of the Company) and
Section 4(2) (for those selling stockholders who are affiliates).

However, despite the fact
that negotiations with PAR commenced after the initial filing of the
registration statement, we believe the proposed transaction fits within the
policy position taken by the Staff in the Black Box, Inc. no-action
letter.  Issuer’s counsel in Black Box
noted that the definitive convertible debenture agreement might not be executed
prior to the filing of the registration statement, and that it might become a
transaction “concurrent” with the public offering.  However, in that case, the debentures would
be placed only to (1) thirty-five or fewer “qualified institutional buyers” (as
defined in Rule 144A) and three participating institutional noteholders, or (2)
not more than four “accredited investors” under paragraph (a)(1), (2), (3), (7)
or (8) of Rule 501 plus three participating institutional noteholders.

In Black Box, Inc., the Staff
announced the policy position that a sale of a company’s convertible debentures
in a transaction subsequent to the filing of a registration statement covering
the same company’s offering of common stock need not be integrated with the
public offering where the sale of the convertible debentures would be a valid
private placement if viewed separately.
Specifically, the Staff stated that “for policy reasons” such a
transaction subsequent to the filing of the registration statement “need not be
integrated with the registered public offering.”  The Staff relied on the representation that “the
transaction would be a valid private placement if viewed separately.”

In Squadron, Ellenoff,
Plesent & Lehrer (December 27, 1991), the Staff confirmed the availability
of Black Box  to private sales involving
common stock.  However, the Staff then
limited Black Box to unregistered offerings to “(1) persons who would be
qualified institutional buyers for purposes of Rule 144A and (2) no more than
two or three large institutional accredited investors.”  In addition, the Staff noted that “the Black
Box policy position on integration was simply a formal articulation of an
informal position the staff has taken previously with respect to simultaneous
registered offerings and unregistered offerings to a limited number of
first-tier institutional investors in connection with structured financings.”

Consistent with the
situation in Black Box (and as further elaborated in Squadron, Ellenoff), the
proposed sale by the selling stockholders to PAR would only involve a limited
number of sellers and a single institutional accredited investor.

As noted above, but for
the fact that negotiations among the Company, PAR and the selling stockholders
began after the filing of the registration statement, we believe the proposed
private transaction would be exempt from registration under the Securities Act
by reason of Section 4(1) (for those selling stockholders who are not
affiliates of the Company) and Section 4(2) (for those selling stockholders who
are affiliates).

 3

Finally, we do not
believe that integrating the sale by the selling stockholders with the IPO
would further one of the Commission’s main policies, which is prevent investors
from harm by ensuring that the benefits of full and fair disclosure are
available.  PAR is a sophisticated
investor that is fully qualified to make investment decisions on its own
behalf.

In conclusion, based on
the facts and circumstances of the proposed sale and the reasoning and policies
announced by the Staff in the Black Box and Squadron, Ellenoff letters, we
believe the proposed concurrent private sale by the selling stockholders to PAR
should not be integrated with the Company’s initial public offering.

Please contact me at (678)
613-7210 should you require additional information or have questions regarding
this letter.

Sincerely,

/s/ Robert B. Goldberg

Robert B. Goldberg

 4

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
								September 6, 2006

Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129

Re:      Allegiant Travel Company
	Amendment No. 2 to Registration Statement on Form S-1
	Filed on August 23, 2006
	File No. 333-134145

Dear Mr. Levy:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We will forward comments, if any, on your Confidential
Treatment
Application under separate cover when we complete our review.

Risk Factors, page 11

We may be subject to unionization, work stoppages, slowdowns or
increased labor costs, page 11
2. We note that your pilots have recently formed an in-house pilot
association and have requested a pay increase.  Please expand this
risk factor to provide quantified information regarding the amount
of
the requested pay increase, if material to your business.
Additionally, please make similar revisions in your MD&A and
Business
sections as appropriate.

Management`s Discussion and Analysis of Financial Condition and
Results of Operation, page 39

General
3. It appears from your discussion of "The Offering" (on page 7),
that you intend to issue 100,000 shares of restricted stock to
your
employees coincident with your offering.  Please expand your
discussion in MD&A to discuss the amount of expense that you
expect
to recognize both in the aggregate and on a per share basis, in
connection with the grant of the equity shares.  If the
compensation
expense that you intend to recognize for the issuance of the
restricted shares will not be based upon your initial public
offering
price, please explain why - citing the specific factors that you
believe would result in a different measure of the fair value of
the
equity shares.

Liquidity and Capital Resources

Commitments and Contractual Obligations, page 51
4. We note that your long-term debt obligations disclosed in your
contractual obligations table do not agree with your long-term
debt
balance disclosed in both your balance sheet and Note 4 to your
financial statements.  As such, please reconcile this difference.
If
your long-term debt obligations disclosed in your contractual
obligations table include interest expense, please disclose this
fact.

Business, page 64

Aircraft and Fleet, page 75
5. On page 76, revise to omit the comparisons with American
Airlines,
Delta Airlines and Northwest Airlines.  Additionally, provide
support
for your statement that the average number of cycles is "the most
important measure of an aircraft`s life," or revise to remove this
statement.

Financial Statements

Consolidated Statements of Operations, page F-4
6. We have reviewed your response to our prior comment number 6.
However, it does not appear that your computations of the
unaudited
pro forma earnings per share amounts presented on the face of your
statement of operations give effect to the conversion of your
preferred shares to common shares in connection with your
offering.
As such, please revise the unaudited pro forma earning per share
data
presented on your statements of operations, or advise.
7. In addition, please provide a reconciliation in Note 1 to your
financial statements - similar to your reconciliation of net
income
to dilutive earnings per share - which reconciles your reported
net
income to pro forma earnings per share.

Consolidated Statements of Cash Flows, page F-6
8. Based upon Note 1 to your financial statements, it appears that
you have both purchased and sold short-term investments during the
six-month period ended June 30, 2006.  As such, it appears that
you
have netted the purchases and sales of these investments in a
single
line item - "Purchase of short-term investments" - in your cash
flow
statement.  As certain of your investments have original
maturities
of greater than three months, we believe that you should
separately
present the purchases and sales of your investments on a gross
basis.
Please revise your presentation of the cash flows resulting from
your
short-term investment activity, accordingly, or tell us why you
believe that your "net" presentation of the cash flows associated
with your short-term investments is appropriate.  Refer to the
guidance outlined in paragraphs 11 through 13 of SFAS No. 95.
9. We note that you disclosed cash outflows of approximately $11.6
million relating to the purchase of short-term investments during
the
six-months ended June 30, 2006.  However, in the prior amendment
to
your registration statement, you disclosed cash outflows of
approximately $21.2 million relating to the purchase of short-term
investments during the three-month period ended March 31, 2006.
As
such, it appears that you sold a significant amount of short-term
investments during the quarterly period ended June 30, 2006.  Due
to
the significant amount of activity related to your short-term
investments, we believe you should expand Note 1 to your financial
statements to include all of the disclosures required by paragraph
21
of SFAS No. 115.

**********

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jeffrey Sears at (202) 551-3302 or Michael
Fay
at (202) 551-3812, if you have questions regarding comments on the
financial statements and related matters.  Please contact Johanna
Losert at (202) 551-3325 or me at (202) 551-3454 with any other
questions.

Sincerely,

Sara Kalin
Legal Branch Chief

cc:	Via Facsimile:  (404) 233-2188
	Mr. Robert Goldberg, Esq.
	Ellis Funk, P.C.
Andrew Levy
Allegiant Travel Company
September 6, 2006
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
								July 20, 2006

Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129

Re:      Allegiant Travel Company
	Amendment No. 1 to Registration Statement on Form S-1
	Filed on July 5, 2006
	File No. 333-134145

Dear Mr. Levy:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Cover page
1. Please state that the selling shareholders are deemed
underwriters
to the extent the underwriters purchase shares from the selling
shareholders to cover overallotments.

Risk Factors, page 12

Our maintenance costs will increase as our fleet ages, page 14
2. Please disclose the average age of an aircraft based on
industry
standards.  For example, since FAA regulations require additional
maintenance inspections for older aircraft, please describe the
age
of an "older aircraft" to help investors assess the risk.

Use of Proceeds, page 29
3. To the extent you incur a commitment or obligation in
connection
with your current negotiations to purchase a leased aircraft,
please
revise disclosure accordingly.

Selected Financial and Operating Data, page 32
4. We note that while you have most recently disclosed EBITDA as a
measure of operating performance, you have provided a
reconciliation
of EBITDA to cash flows from operations, which is consistent with
the
presentation of EBITDA as a measure of liquidity.  As such, we
believe you should revise your document to provide a
reconciliation
of EBITDA to net income or loss.  Please refer to the guidance
provided in question number 15 of our June 13, 2003 release titled
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures."

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

Other (Income) Expense, page 49
5. We have reviewed your response to our prior comment number 20.
However, we do not believe that your amended disclosures fully
address the concerns raised in our prior comment.  Given the
significance of the "gain on fuel derivatives" recognized in
fiscal
year 2004 (relative to net income and relative to the gains
recognized in fiscal years 2003 and 2004), please disclose the
underlying factors which contributed to the materiality of the
gain
recognized in fiscal year 2004.  For example, please disclose
whether
the size of the gain recognized was a result of the quantity or
notional value of outstanding derivative contracts, greater
fluctuations in the underlying(s) being hedged by your derivative
contracts, or other factors.  Your amended disclosures should be
as
detailed as necessary to provide a clear understanding with regard
to
the factors contributing to the materiality of the recognized
gain.

Financial Statements

General
6. We note that prior to the completion of your offering, you
intend
to convert from a limited liability company to a corporation.  We
also note that in connection with your conversion, your
outstanding
shares of preferred stock will be exchanged for shares of common
stock.  As such, please present pro forma tax and earnings per
share
data on the face of your statements of operations for the latest
fiscal year and any interim period presented, giving effect to
both
the tax implications associated with converting from a limited
liability company to a corporation and the conversion of your
preferred shares to common shares.  A pro forma balance sheet
should
also be presented alongside the historical balance sheet as of the
latest period presented in your registration statement, giving
effect
to the conversion of your preferred stock and the tax adjustments
associated with your reorganization.

Consolidated Statements of Shareholders`/Members` Equity (Deficit)
and
Comprehensive Income, page F-5
7. Per your statement of shareholders` equity, it appears that you
issued warrants valued at approximately $329,000 during the
quarter
ended March 31, 2006.  However, it does not appear that you have
discussed the issuance of these warrants elsewhere in your
document.
As such, please disclose i) the transaction that resulted in the
issuance of the aforementioned warrants, ii) whether the warrants
were issued to an employee(s), a related party, or an unrelated
third
party, iii) the number of warrants that you issued during the
quarter, iv) the exercise price(s) of the warrants, and v) how you
have valued the warrants, including the assumptions that you used.

Notes to Consolidated Financial Statements

Short-term Investments, page F-10
8. We note that although you have disclosed the cost and market
value
of your short-term investments as of March 31, 2006, you have not
disclosed information regarding their contractual maturities.  As
such, please expand your disclosures to provide information about
the
maturity of your short-term investments held at March 31, 2006.
Refer to the requirements of paragraph 20 of SFAS No. 115.
Employee Benefit Plans

Share Option Program, page F-22
9. We have reviewed your response to our prior comment number 42,
but
we do not believe that your response fully addresses the concerns
raised in our prior comment.  While you have discussed the factors
considered by your Board of Directors when determining the fair
value
of your common shares issued in August of 2003, your response does
not discuss the use of a valuation methodology or technique, such
as
those described in the AICPA Auditing and Accounting Practice Aid
"Valuation of Privately-Held-Company Equity Securities Issued as
Compensation."  As such, please describe in detail the methodology
and assumptions used by your Board of Directors to determine the
fair
value of your common shares on the date that these common shares
were
issued.  In addition, tell us why management chose not to obtain a
contemporaneous valuation of your common shares from an
independent
valuation specialist at the issuance date.  If a full valuation
analysis was not performed at the time that your common shares
were
issued, we believe a retrospective valuation should be performed
at
this time.  In addition, please discuss in MD&A the factors
considered, significant assumptions and valuation method utilized
at
each valuation date.  Furthermore, we believe that you should
specifically disclose the factors that contributed to the increase
in
the fair value of your common shares from $0.10 per share in
August
of 2003 to $3.50 in February of 2005 and to $4.50 in September of
2005.
10. Please discuss in MD&A how the exercise prices of your options
and warrants issued during fiscal years 2005 and 2006 compare to
the
expected public offering price of your common shares.  Your
expanded
disclosures should include the following:

* A discussion of the significant factors, assumptions, and
methodologies used in determining the fair value of your common
shares on the dates that your options and warrants were issued.
* A discussion in MD&A of each significant factor contributing to
the
difference between the fair value of your common shares as of the
dates of your option and warrant issuances and your expected
public
offering price.
* A discussion in MD&A of the valuation alternative selected for
use
by the Board of Directors when your options and warrants were
issued,
and an explanation of why management chose not to obtain a
contemporaneous valuation of your common shares by an independent
valuation specialist.

Please refer to the guidance outlined in paragraph182 of the AICPA
Audit and Accounting Practice Aid "Valuation of Privately-Held-
Company Equity Securities Issued as Compensation."

**********

Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Jeffrey Sears at (202) 551-3302 or Michael
Fay
at (202) 551-3812, if you have questions regarding comments on the
financial statements and related matters.  Please contact Johanna
Losert at (202) 551-3325 or me at (202) 551-3454 with any other
questions.

Sincerely,

Sara Kalin
Legal Branch Chief

cc:	Via Facsimile:  (404) 233-2188
	Mr. Robert Goldberg, Esq.
	Ellis Funk, P.C.
Andrew Levy
Allegiant Travel Company
July 20, 2006
Page 5

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
								June 12, 2006

Andrew C. Levy
Managing Director and Secretary
Allegiant Travel Company
3301 N. Buffalo Drive, Suite B-9
Las Vegas, Nevada 89129

Re:      Allegiant Travel Company
	Registration Statement on Form S-1
	Filed on May 15, 2006
	File No. 333-134145

Dear Mr. Levy,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please provide your exhibits and any missing information that
is
not dependent on the price range as soon as possible.  As the
exhibits and additional disclosure may trigger a number of
disclosure
matters, we will need a reasonable period of time to review this
information as well as all disclosure in the registration
statement
that you modify or add as a result of the new information, and may
have additional comments.

Prospectus Summary, page 1
2. The disclosure in the summary should be a balanced presentation
of
your business.  For example, we note the disclosure regarding the
additional customers you might serve if you begin service in the
65
additional cities you have identified.  You should balance this
disclosure with a statement indicating the current status of your
business and whether you have entered into agreements to begin
service in any of these additional cities.  Additionally, you
discuss
the growth of your revenues, but should clarify that your net
income
dropped during the last year.
3. Please disclose in this section the percentage of common stock
that will be owned by management and their affiliates and discuss
the
significant control over your business they will exercise.  Ensure
that your discussion indicates that, by agreement, Mr. Gallagher
is
entitled to a seat on your board of directors.  Also disclose any
other similar agreements regarding control of the company.
Finally,
provide a brief explanation of the 2005 transactions by which
management and their affiliates bought a controlling interest in
the
company.

Risk Factors, page 12
4. Please provide a separate risk factor describing the terms of
the
registration rights agreement you discuss on page 87 and any
material
risks to stockholders such rights may pose.  In this regard, we
note
that you are required to register an offering by selling
shareholders
holding at least 25% of securities with registration rights when
they
propose to sell shares with an aggregate offering price of $30
million or more.

We rely on third parties, page 19
5. Expand this risk factor to disclose the number of third party
contractors on which you are dependent for certain facilities and
services and discuss whether you would be able to find suitable
replacements in a timely manner if these contracts were
terminated.
Further, we note from disclosure throughout the document that you
appear to be dependent on just one credit card processing company
and
one vendor to support your automated systems.  Revise the related
risk factors or provide separate risk factors, as appropriate, to
better explain whether your dependence on these third parties
poses a
risk to your company and whether you would be able to find
suitable
replacements if your contracts with these vendors were terminated.

Our maintenance costs will increase as our fleet ages, page 14
6. Expand the text of this risk factor to explain what the typical
age of an aircraft is in order to better put this risk in context
for
investors.

Our reputation and financial results could be harmed in the event
of
an accident, page 14
7. Expand this risk factor to disclose whether you have had any
past
experience with accidents or incidents involving your aircraft and
whether such events, if any, materially affected your business.

Use of Proceeds, page 29
8. Revise to provide more specific disclosure regarding your use
of
proceeds.  For example, you should disclose the approximate amount
intended to be used for the purchase of additional aircraft.  We
note
from page F-20 that you recently purchased two MD83 aircraft for
$8.1
million.  How much of the proceeds of the offering do you expect
to
spend on additional aircraft?  Furthermore, it appears from your
disclosure on page 84 that you may repay Mr. Gallagher with
proceeds
from the offering.  If true, revise your Use of Proceeds
disclosure
to include the amount payable to Mr. Gallagher from the proceeds
of
the offering.  See Item 504 of Regulation S-K, including
Instruction
4.

Capitalization, page 30
9. Please revise your capitalization table and related disclosures
to
discuss your company`s "actual" capitalization as of the latest
balance sheet date for which financial statements are required
under
Rule 3-12 of Regulation S-X.
10. You disclose that on a pro forma basis, your capitalization
table
reflects the automatic conversion of all of your outstanding
redeemable convertible preferred shares into 7,512,600 shares of
common stock, in conjunction with the closing of your offering.
However, we note per Note 12 to your financial statements that, in
2005, you issued a total of 9,885,000 shares of Series A and
Series B
convertible preferred shares, which are to be converted into
common
shares on a one-for-one basis.  As such, it appears that you have
assumed that the completion of your offering will occur both prior
to
December 31, 2007, and at a filing range above a predetermined
price,
which would result in the cancellation of 24% of your outstanding
preferred shares.  Please specifically disclose that your pro
forma
capitalization assumes the cancellation of 24% of your preferred
shares and disclose the predetermined price which will trigger the
cancellation.

Dilution, page 31
11. Please disclose your net tangible book value per share prior
to
giving effect to your pro forma adjustments.  The disclosure of
the
net tangible book value per share as well as the other disclosures
in
this section of your registration statement should be as of the
balance sheet date that corresponds to the latest balance sheet
date
for which financial statements are required to be provided under
Rule
3-12 of Regulation S-X.  Please revise your dilution table and
related disclosures, accordingly.
12. Per your disclosures in "The Offering" section of your
document,
as well as Note 12 to your financial statements, it appears that
the
total number of shares outstanding upon the completion of your
offering could differ depending on whether the midpoint of the
price
range set forth on the cover page of your prospectus is at least
$15.79 per share.  It appears that 24% of your outstanding
preferred
shares will be cancelled prior to the completion of your offering
if
the midpoint of the price range is at least $15.79.  However, it
appears that all of your outstanding preferred stock will be
converted to common stock if the midpoint of the price range is
not
at least $15.79.  Given that the treatment of your outstanding
preferred shares upon the completion of your offering directly
impacts the computation of various amounts included in your
dilution
table, please tell us management`s intentions with regard to the
cancellation of the preferred shares if the midpoint of your price
range per your prospectus is at least $15.79 per share, but your
shares ultimately price below the established/ disclosed price
range.
In addition, please tell us and disclose whether your computations
in
the dilution section of your document assume the cancellation of
24%
of your outstanding preferred shares.  Disclosures in other areas
of
your registration statement (e.g. your pro forma financial
statements
and the disclosures regarding your reorganization) should also
fully
discuss your assumptions with regard to the treatment of your
preferred shares outstanding immediately prior to your offering.

Selected Financial and Operating Data, page 32
13. We note your presentation of the Non-GAAP financial measures
EBITDA and EBITDAR.  However, we do not believe that the fact that
these Non-GAAP financial measures may provide useful information
regarding i) your ability to service debt and lease payments and
ii)
your ability to fund capital expenditures can be your sole support
for presenting these Non-GAAP financial measures in your
registration
statement.  Furthermore, we note that your Non-GAAP financial
measure
EBITDAR includes an adjustment for aircraft lease rental expense.
Item 10(e)(ii)(A) of Regulation S-K does not allow charges that
required, or will require, cash settlement to be excluded from the
computation of Non-GAAP liquidity measures.  As such, please
discontinue the use of EBITDAR, or tell us why you believe the
presentation of EBITDAR is permitted.  In addition, please tell us
and revise your registration statement to disclose substantive
reasons - specific to your company - which you believe explain why
the presentation of EBITDA provides useful information to your
investors, regarding your financial condition and/or results of
operations.  Alternatively, please also discontinue the disclosure
of
EBITDA.  Refer to the guidance outlined in Section II.B of our
release regarding the "Conditions for Use of Non-GAAP Financial
Measures."
14. Additionally, it appears that you have presented EBITDA as a
Non-
GAAP measure of liquidity.  As such, should you determine that you
can substantively support your decision to disclose EBITDA in your
registration statement, we believe that you should revise your
document to provide a reconciliation of EBITDA to a measure of
cash
flow, and not net income or loss.  Please refer to the guidance
provided in question number 12 of our June 13, 2003 release titled
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
measures."
15. We note that the "Operating Statistics" which have been
reflected
in your "Summary of Consolidated Financial Information" and
"Selected
Financial and Operating Data" for the year ended December 31, 2001
appear to have been computed based upon combined predecessor and
successor financial data.  The presentation of information derived
from combined predecessor and successor financial data is not
considered appropriate due to the change in basis that resulted
from
the adoption of fresh-start accounting, upon emergence from
bankruptcy.  As such, please revise your disclosures to present
your
predecessor and successor operating statistics separately.

Unaudited Pro Forma Condensed Consolidated Financial Information,
page 37
16. Please provide a pro forma balance sheet as of the end of the
most recent period for which a consolidated balance sheet is
required
under Article 3-01 of Regulation S-X.  Refer to the requirements
of
Article 11-02(c)(1) of Regulation S-X.  In addition, we note that
a
pro forma balance sheet for the period ended December 31, 2005 is
no
longer required.  As such, please delete the pro forma balance
sheet
for the period ended December 31, 2005.
17. Pro forma condensed statements of income should be provided
for
the most recent fiscal year and for the period from the most
recent
fiscal year end through the most recent interim date for which a
balance sheet is required.  As such, please provide a pro forma
condensed consolidated statement of operations for the period from
December 31, 2005 through the balance sheet date as of which
updated
financial statements are required to be provided.  Please refer to
the requirements of Article 11-02(c)(2)(i) of Regulation S-X.

Management`s Discussion and Analysis, page 42

General
18. Please expand your disclosures in MD&A to provide a discussion
of
changes to your financial condition and your results of operations
through the date of your updated interim financial statements,
when
such financial statements are filed.

Results of Operations, page 45
19. Revise to specifically explain the decrease in net income
between
2004 and 2005, including a discussion of the business reasons
underlying the decrease in flight hours associated with one of
your
fixed fee flying arrangements.

Other (Income) Expense, page 47
20. We note that you recognized a gain on fuel derivatives of
approximately $4.4 million in the 2004 fiscal year.  Given the
materiality of this gain relative to your net income, and relative
to
the gains on fuel derivatives which were recognized in the other
periods presented in your financial statements, please tell us and
expand your MD&A disclosures to discuss the specific underlying
factors that resulted in the recognition of a gain of $4.4 million
in
2004.

Liquidity and Capital Resources, page 50
21. Expand this section to provide a discussion regarding your
ability to meet both short and long-term capital needs.  See
Section
IV of SEC Release 33-8350.
22. In the third paragraph of this section, you indicate that cash
provided by operating activities increased in 2005 primarily due
to
an increase in net income, among other things.  As your net income
decreased between 2004 and 2005, revise to clarify this statement.
23. In the fourth paragraph of this section, you indicate that the
increase in investing activities was primarily driven by an
increase
in the purchase of "investments available-for-sale."  Revise to
clarify this term.

Critical Accounting Policies and Estimates, page 51
24. We note that you adopted a share option program in 2005, under
which you issued 384,000 options at exercise prices between $3.50
and
$4.50.  You state that these options were granted at exercise
prices
that approximate the fair value market value of your underlying
common stock as of the date of grant, and as such, it appears that
no
compensation expense was recognized under the provisions of APB
No.
25.  It appears that you also issued 8,000 options with an
exercise
price of $13.00 in 2006, which would be subject to the accounting
treatment of SFAS No. 123(R).  We also note that you issued
162,500
warrants with exercise prices of $4.40, in 2005, as part of the
consideration for services provided by a placement agent in
connection with issuance of your preferred shares.  Due to the
complexities of the assumptions and judgments required to value
your
options, warrants, and underlying common stock as of the grant
dates
of your options and warrants, and given the impact of your current
assumptions on the recognition of compensation expense in fiscal
year
2005 under APB No. 25, and in future years under SFAS No. 123(R),
we
believe that a discussion of stock-based compensation should be
included in the "Critical Accounting Policies and Estimates"
section
of MD&A.  Please expand your MD&A discussion, accordingly.
25. In addition, please tell us and disclose how you determined
that
the exercise price of your options approximated the fair value of
your common stock on the date that the options were issued,
resulting
in the recognition of no compensation expense under the provisions
of
APB No. 25.  Your response should specifically address how you
determined the fair value of your common stock as of the grant
date
of your options, citing any valuation techniques that were
utilized.
You should also explain why you believed the fair value of your
common s