SecProbe.io

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 July 16, 2025
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attn: Michael Purcell

 Re:
 Spirit Aviation Holdings, Inc.
 Registration on Form S-1
 Submitted July 16, 2025 CIK
No. 0001498710 REQUEST FOR ACCELERATION OF EFFECTIVENESS
 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Spirit Aviation Holdings, Inc., a Delaware corporation (the “Company”), hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-288706) (the “Registration Statement”), be declared effective at 4:30 p.m., Eastern Time, on July 18, 2025, or as soon thereafter as is requested by counsel.
 Once the Registration Statement is effective, please orally confirm the event with our counsel, Davis Polk & Wardwell LLP by calling Yasin Keshvargar
at (212) 450-4839 or Chris Van Buren at (212) 450-4899.

 Very truly yours,

 SPIRIT AVIATION HOLDINGS, INC.

 By:

 /s/ Fred Cromer

 Name: Fred Cromer

 Title:  Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 25, 2025

David Davis
Chief Executive Officer
Spirit Aviation Holdings, Inc.
1731 Radiant Drive
Dania Beach, FL 33004

 Re: Spirit Aviation Holdings, Inc.
 Draft Registration Statement on Form S-1
 Submitted June 13, 2025
 CIK No. 0001498710
Dear David Davis:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement 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 Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Chris Van Buren
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 15, 2022
Scott M. Haralson
Chief Financial Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025
Re:Spirit Airlines, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 10, 2021
Form 8-K filed October 27, 2021
File No. 001-35186
Dear Mr. Haralson:
            We have completed our review of your filings.  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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February 11, 2022

Wei Lu

Staff Accountant

U.S. Securities and Exchange Commission

Office of Energy & Transportation

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:    Spirit Airlines, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 10, 2021

Form 8-K filed October 27, 2021

File No. 001-35186

Dear Wei Lu:

This letter is in response to your comment letter, dated February 4, 2022, to Spirit Airlines, Inc. (the “Company”).  The comment of the staff of the U.S. Securities and Exchange Commission (the “Staff”) is set forth in bold italicized text below, and the response of the Company is set forth in plain text immediately following the comment.

Response Letter Dated December 10, 2021

Form 8-K filed October 27, 2021

Exhibit 99.1

Non GAAP Financial Measures, page 10

1.We note your response to our prior comment 1.  It appears your non-GAAP financial measures that include adjustments for lease return costs should be revised as these appear to be cash operating expenses.

In response to the Staff’s comment, the Company has revised the presentation of its non-GAAP financial measures to remove supplemental rent expenses related to lease return costs from its non-GAAP adjustments.  As discussed with the Staff on our conference call of February 3, 2022, we have adjusted our non-GAAP financial measures on a prospective basis following receipt of the Staff’s comment letter.

Accordingly, in the Company’s earnings press release for the fourth quarter of 2021 and for the year ended December 31, 2021, the Company eliminated supplemental rent adjustments from its presentation of its non-GAAP financial measures for the fourth quarter of 2021 and for the year ended December 31, 2021.  In addition, the Company revised all prior period comparisons of its non-GAAP financial measures in the earnings press release to remove supplemental rent adjustments.

In the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, the Company revised its Adjusted CASM and Adjusted CASM ex-fuel non-GAAP financial measures in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to remove supplemental rent adjustments for the year ended December 31, 2021 and for all prior period comparisons.

* * * * *

    2

If you have any questions regarding this letter, please do not hesitate to call me at (954) 447-8117.

Sincerely,

/s/ Scott Haralson

Scott Haralson

cc:    Matthew E. Kaplan, Debevoise & Plimpton LLP
Eric T. Juergens, Debevoise & Plimpton LLP

United States securities and exchange commission logo
February 4, 2022
Scott M. Haralson
Chief Financial Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025
Re:Spirit Airlines, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 10, 2021
Form 8-K filed October 27, 2021
File No. 001-35186
Dear Mr. Haralson:
            We have reviewed your December 10, 2021 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
December 3, 2021 letter.
Response Letter Dated December 10, 2021
Form 8-K filed October 27, 2021
Exhibit 99.1
Non-GAAP Financial Measures, page 10
1.We note your response to our prior comment 1. It appears your non-GAAP financial
measures that include adjustments for lease return costs should be revised as these appear
to be cash operating expenses.

 FirstName LastNameScott M. Haralson
 Comapany NameSpirit Airlines, Inc.
 February 4, 2022 Page 2
 FirstName LastName
Scott M. Haralson
Spirit Airlines, Inc.
February 4, 2022
Page 2
            You may contact Wei Lu, Staff Accountant at (202) 551-3725 or Kimberly Calder,
Assistant Chief Accountant, at (202) 551-3701 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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December 10, 2021

Wei Lu

Staff Accountant

U.S. Securities and Exchange Commission

Office of Energy & Transportation

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:    Spirit Airlines, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 10, 2021

    Form 8-K filed October 27, 2021
File No. 001-35186

Dear Wei Lu:

This letter is in response to your comment letter, dated December 3, 2021, to Spirit Airlines, Inc. (the “Company”).  The comment of the staff of the U.S. Securities and Exchange Commission (the “Staff”) is set forth in bold italicized text below, and the response of the Company is set forth in plain text immediately following the comment.

Response Letter Dated November 19, 2021

Form 8-K filed October 27, 2021

Exhibit 99.1

Non GAAP Financial Measures, page 10

1.We note your response to prior comment 3. Provide us with additional detail regarding the nature of the Supplemental rent adjustments, including the extent to which they are similar to (or different than) maintenance overhaul expenses and supplemental rent incurred in the ordinary course. Your response should also provide quantitative information for each item included in the Supplemental rent adjustments for the nine months ended September 30, 2021 and whether the amounts incurred were cash settled operating expenses.

    The Company recognizes heavy maintenance under the deferral method, which results in the cost of heavy maintenance being capitalized and amortized on a straight-line or usage basis until the earlier of the next estimated heavy maintenance event or the remaining lease term. The Company recognizes the costs of other maintenance and repair activities as they are performed.

    In the ordinary course, the Company recognizes supplemental rent expense for leased aircraft and engines for lease return costs that are probable of being incurred at the return of the aircraft, including costs incurred to repair the airframe and engines to the required condition as stipulated by the lease. Such costs are recognized when they are probable and estimable and are generally recognized over the life of the lease. Supplemental rent recognized in the ordinary course was $5.1 million for the nine months ended September 30, 2021.  This amount of supplemental rent expense is not included in the Company’s non-GAAP adjustments.

    The non-GAAP supplemental rent adjustments relate to changes in estimates of supplemental rent amounts triggered by lease modifications (i.e., lease extensions and termination of leases in connection with purchasing aircraft and engines from a lessor). Such lease modifications change the term of the lease and the Company’s related estimate of lease return costs owed to the lessor. For the nine months ended September 30, 2021, the Company recorded

    2

$22.9 million in supplemental rent adjustments related to lease modifications involving the purchase off lease of four aircraft (expense of $18.9 million) and two spare engines (expense of $6.4 million) and a lease extension for one spare engine (credit of $2.3 million).  The Company’s non-GAAP supplemental rent adjustments were an expense of $2.3 million for the year ended December 31, 2020 and a credit of $0.5 million for the year ended December 31, 2019.

    The Company includes supplemental rent adjustments related to lease modifications in the Company’s non-GAAP measures because the recognition of the amounts is triggered by decisions to modify leases and can result in either an increase or decrease in supplemental rent accruals (as evidenced by the increases and decreases recognized in 2021 and in the historical periods).  Modifying leases is not part of the Company’s normal operations and changes in estimates of supplemental rent triggered by these modifications do not reflect normal amounts of rent expense in the period the changes are recorded.  The Company therefore believes it is useful to provide users of the Company’s financial statements the amount of normal rent expense incurred in the ordinary course so that the Company’s metrics are comparable to the Company’s peers.

    Supplemental rent amounts owed to the lessor in connection with purchasing aircraft off lease are cash settled in connection with the purchase transaction. Changes to supplemental rent related to lease extensions are not cash settled (and would not be cash settled until the end of the lease term, if applicable).

* * * * *

    3

If you have any questions regarding this letter, please do not hesitate to call me at (954) 447-8117.

Sincerely,

/s/ Scott Haralson

Scott Haralson

cc:    Matthew E. Kaplan, Debevoise & Plimpton LLP
Eric T. Juergens, Debevoise & Plimpton LLP

United States securities and exchange commission logo
December 3, 2021
Scott M. Haralson
Chief Financial Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025
Re:Spirit Airlines, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 10, 2021
Form 8-K filed October 27, 2021
File No. 001-35186
Dear Mr. Haralson:
            We have reviewed your November 19, 2021 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 5, 2021 letter.
Response Letter Dated November 19, 2021
Form 8-K filed October 27, 2021
Exhibit 99.1
Non GAAP Financial Measures, page 10
1.We note your response to prior comment 3.  Provide us with additional detail regarding
the nature of the Supplemental rent adjustments, including the extent to which they are
similar to (or different than) maintenance overhaul expenses and supplemental rent
incurred in the ordinary course.  Your response should also provide quantitative
information for each item included in the Supplemental rent adjustments for the nine
months ended September 30, 2021 and whether the amounts incurred were cash settled
operating expenses.

 FirstName LastNameScott M. Haralson
 Comapany NameSpirit Airlines, Inc.
 December 3, 2021 Page 2
 FirstName LastName
Scott M. Haralson
Spirit Airlines, Inc.
December 3, 2021
Page 2

            You may contact Wei Lu, Staff Accountant at (202) 551-3725 or Kimberly Calder,
Assistant Chief Accountant, at (202) 551-3701 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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November 19, 2021

Wei Lu

Staff Accountant

U.S. Securities and Exchange Commission

Office of Energy & Transportation

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:    Spirit Airlines, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 10, 2021

    Form 8-K filed October 27, 2021
File No. 001-35186

Dear Wei Lu:

This letter is in response to your comment letter, dated November 5, 2021, to Spirit Airlines, Inc. (the “Company”).  The comment of the staff of the U.S. Securities and Exchange Commission (the “Staff”) is set forth in bold italicized text below, and the response of the Company is set forth in plain text immediately following the comment.

Form 8-K filed October 27, 2021

Exhibit 99.1

Forward Looking Guidance, page 3

1.Please revise to include a quantitative reconciliation of your forward looking non-GAAP guidance measures to the most directly comparable GAAP measures, or include a statement that such reconciliation is not practicable without unreasonable effort. Refer to guidance in Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (“C&DIs”).

The Company will add disclosure substantially similar to the following to its future earnings release or other filings with forward-looking non-GAAP guidance measures:

“Adjusted operating expenses and Adjusted EDITDA Margin are non-GAAP financial measures, which are provided on a forward-looking basis.  The Company does not provide a reconciliation of non-GAAP forward-looking measures on a forward-looking basis where the Company believes such reconciliation would imply a degree of precision and certainty that could be confusing to investors and is unable to reasonably predict certain items included in/excluded from the GAAP financial measures without unreasonable efforts.  This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Company’s control or cannot be reasonably predicted.  For the same reasons, the Company is unable to address the probable significance of the unavailable information.  Non-GAAP forward-looking measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

Non GAAP Financial Measures, page 10

2.We note your presentation of various non-GAAP financial measures. Expand your disclosure to further explain why management believes the presentation of each individual non-GAAP financial measure provides useful information to investors. Refer to Item 10(e)(1)(i)(c) of Regulation S-K.

The Company will expand its disclosure regarding non-GAAP financial measures in its future earnings releases as follows:

“The Company evaluates its financial performance utilizing various accounting principles generally accepted in the United States of America (“GAAP”) and non-GAAP financial measures, including Adjusted operating expenses, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted operating income (loss), Adjusted operating margin, Adjusted pre-tax income (loss), Adjusted pre-tax margin, Adjusted net income (loss), Adjusted diluted earnings (loss) per share and Adjusted CASM.  These non-GAAP financial measures are provided as supplemental information to the financial information presented in this press release that is calculated and presented in accordance with GAAP and these non-GAAP financial measures are presented because management believes that they supplement or enhance management’s, analysts’ and investors’ overall understanding of the Company’s underlying financial performance and trends and facilitate comparisons among current, past and future periods.

Because the non-GAAP financial measures are not calculated in accordance with GAAP, they should not be considered superior to and are not intended to be considered in isolation or as a substitute for the related GAAP financial measures presented in the press release and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in the method of calculation and in the items being adjusted.  We encourage investors to review our financial statements and other filings with the Securities and Exchange Commission in their entirety and not to rely on any single financial measure.

The Company does not provide a reconciliation of forward-looking measures on a forward-looking basis where the Company believes such reconciliation would imply a degree of precision and certainty that could be confusing to investors and is unable to reasonably predict certain items included in/excluded from the non-GAAP financial measures without unreasonable efforts.  This is due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred and are out of the Company’s control or cannot be reasonably predicted.  For the same reasons, the Company is unable to address the probable significance of the unavailable information.  Non-GAAP forward-looking measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding GAAP financial measures.

The information below provides an explanation of certain adjustments reflected in the non-GAAP financial measures and shows a reconciliation of non-GAAP financial measures reported in this press release (other than forward-looking non-GAAP financial measures) to the most directly comparable GAAP financial measures.  Within the financial tables presented, certain columns and rows may not add due to the use of rounded numbers.  Per unit amounts presented are calculated from the underlying amounts.

The Company believes that adjusting for special charges (credits), gains and losses on disposal of assets, supplemental rent adjustments related to the modification of

aircraft or engine leases, costs associated with accelerated asset retirements, benefits associated with Federal excise tax recovery efforts, non-operating special items including losses on debt extinguishment, and discrete tax benefits associated with the CARES Act is useful to investors because these items are not indicative of the Company’s ongoing performance and the adjustments are similar to those made by our peers and allow for enhanced comparability to other airlines.

Operating expenses per available seat mile (“CASM”) is a common metric used in the airline industry to measure an airline’s cost structure and efficiency.  We exclude aircraft fuel and related taxes and special items from operating expenses to determine Adjusted CASM ex-fuel.  We also believe that excluding fuel costs from certain measures is useful to investors because it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence and increases comparability with other airlines that also provide a similar metric.”

3.Expand your disclosure and tell us why you believe Supplemental rent adjustments should be excluded from operating expenses. Refer to Question 100.01 of the C&DIs.

Supplemental rent includes maintenance reserves paid to aircraft lessors in advance of the performance of major maintenance activities that are not probable of being reimbursed and probable and estimable lease return obligations.  Supplemental rent adjustments in the Company’s non-GAAP financial measures include changes to supplemental rent amounts triggered by lease modifications (i.e., lease extensions and termination of leases in connection with purchasing aircraft and engines from a lessor).  These changes to supplemental rent occur less frequently than planned major maintenance overhaul expenses and supplemental rent amounts that are recorded each period over the lease term, and are not indicative of the Company’s ongoing maintenance activities. The Company believes these adjustments are similar to how other airlines exclude gains and losses associated with the purchase and sale of aircraft and engines from Adjusted net income and helps investors compare us with the Company’s peers.

The Company intends to enhance its disclosure on supplemental rent adjustments in its future earnings releases as described in the response to Comment #2 above.

4.We note your reconciliation of Adjusted Net Income to GAAP Net Income includes an adjustment for Provision (benefit) for income taxes. Expand your disclosure under footnote (5) to explain in greater detail the nature of the adjustments for all periods presented. Additionally, tell us how you considered the tax effect of the special items expense (credit) in arriving at your Adjusted net income (loss). Refer to Question 102.11 of the C&DIs.

The Company will expand the disclosure under footnote (5) in its future earnings releases to be substantially similar to the following:

“In the reconciliation of Adjusted Net Income to GAAP Net Income, the Company determined the Adjusted Provision (Benefit) for Income Taxes by calculating our estimated annual effective tax rate on adjusted pre-tax income and applying it to Adjusted Income (Loss) Before Income Taxes, before giving effect to discrete items.  In addition, the third quarter and year-to-date 2020 Adjusted Provision (Benefit) for Income Taxes excludes discrete tax benefits related to CARES Act tax loss carryback provisions in those periods.”

5.Revise to present a reconciliation of Adjusted net income (loss) per share, diluted on a per share basis. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.05 of the C&DIs.

The Company will include a reconciliation of Adjusted net income (loss) per share, diluted on a per share basis in its future earnings releases.  The reconciliation will be substantially the same as the following, with updates for appropriate periods:

Reconciliation of Adjusted Net Income per Share to GAAP Net Income per Share

(1)Reflects the difference between the Company’s GAAP Provision for Income Taxes and Adjusted Provision for Income Taxes as presented in the Reconciliation of Adjusted Net Income to GAAP Net Income, on a per share basis and before discrete items excluded in the Non-GAAP measure.

(2)Adjustment related to GAAP to Non-GAAP discrete tax differences reflects CARES Act tax loss carryback discrete items in the periods.

(3)Adjustment related to GAAP and Non-GAAP diluted weighted average shares difference, due to the Company being in a Net income position on a GAAP basis versus a Net loss position on a Non-GAAP basis.

* * * * *

If you have any questions regarding this letter, please do not hesitate to call me at (954) 447-8117.

Sincerely,

/s/ Scott Haralson

Scott Haralson

cc:    Matthew E. Kaplan, Debevoise & Plimpton LLP
Eric T. Juergens, Debevoise & Plimpton LLP

United States securities and exchange commission logo
November 5, 2021
Scott M. Haralson
Chief Financial Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025
Re:Spirit Airlines, Inc.
Form 10-K for Fiscal Year Ended December 31, 2020
Filed February 10, 2021
Form 8-K filed October 27, 2021
File No. 001-35186
Dear Mr. Haralson:
            We have limited our review of your filings 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 8-K filed October 27, 2021
Exhibit 99.1
Forward Looking Guidance, page 3
1.Please revise to include a quantitative reconciliation of your forward looking non-GAAP
guidance measures to the most directly comparable GAAP measures, or include a
statement that such reconciliation is not practicable without unreasonable effort.  Refer to
guidance in Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10 of the Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures ("C&DIs").
Non GAAP Financial Measures, page 10
2.We note your presentation of various non-GAAP financial measures.  Expand your
disclosure to further explain why management believes the presentation of each individual
non-GAAP financial measure provides useful information to investors.  Refer to

 FirstName LastNameScott M. Haralson
 Comapany NameSpirit Airlines, Inc.
 November 5, 2021 Page 2
 FirstName LastName
Scott M. Haralson
Spirit Airlines, Inc.
November 5, 2021
Page 2
Item 10(e)(1)(i)(c) of Regulation S-K.
3.Expand your disclosure and tell us why you believe Supplemental rent adjustments should
be excluded from operating expenses.  Refer to Question 100.01 of the C&DIs.
4.We note your reconciliation of Adjusted Net Income to GAAP Net Income includes an
adjustment for Provision (benefit) for income taxes.  Expand your disclosure under
footnote (5) to explain in greater detail the nature of the adjustments for all periods
presented.  Additionally, tell us how you considered the tax effect of the special items
expense (credit) in arriving at your Adjusted net income (loss).  Refer to Question 102.11
of  the C&DIs.
5.Revise to present a reconciliation of Adjusted net income (loss) per share, diluted on a per
share basis.  Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.05 of the
C&DIs.
            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 Wei Lu, Staff Accountant at (202) 551-3725 or Kimberly Calder,
Assistant Chief Accountant, at (202) 551-3701 with any questions
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
February 1, 2021
Scott M. Haralson
Senior Vice President and Chief Financial Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025
Re:Spirit Airlines, Inc.
Amended Form 10-K for Fiscal Year Ended December 31, 2019
Filed April 16, 2020
File No. 001-35186
Dear Mr. Haralson:
            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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January 13, 2021

Anuja A. Majmudar

Attorney-Advisor

U.S. Securities and Exchange Commission

Office of Energy & Transportation

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:    Spirit Airlines, Inc.

Amended Form 10-K for Fiscal Year Ended December 31, 2019

Filed April 16, 2020

File No. 001-35186

Dear Ms. Majmudar:

This letter is in response to your comment letter, dated December 23, 2020, to Spirit Airlines, Inc. (the “Company”).  The comment of the staff of the U.S. Securities and Exchange Commission (the “Staff”) is set forth in bold italicized text below, and the response of the Company is set forth in plain text immediately following the comment.

Form 10-K/A for Fiscal Year Ended December 31, 2019

General

a.We note the disclosure on page 32 that your amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the exclusive forum for certain litigation, including any “derivative action.”  Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please

also revise your disclosure to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Further, if this provision does not apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform stockholders in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

The Company will add the following disclosure to its risk factor entitled “Our corporate charter and bylaws include provisions limiting voting by non-U.S. citizens and

specifying an exclusive forum for stockholder disputes” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 in response to the Staff’s comment:

“Because the applicability of the exclusive forum provision is limited to the extent permitted by applicable law, we do not intend for the exclusive forum provision to apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, and acknowledge that federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act.  We note that there is uncertainty as to whether a court would enforce the provision as it applies to the Securities Act and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.  This provision may have the effect of discouraging lawsuits against our directors and officers.”

In addition, the Company intends to add disclosure in its “Description of Capital Stock” exhibit regarding the scope of the exclusive forum provision.

* * * * *

If you have any questions regarding this letter, please do not hesitate to call me at (954) 628-4899.

Sincerely,

/s/ Thomas Canfield

Thomas Canfield

cc:    Matthew E. Kaplan

Eric T. Juergens

United States securities and exchange commission logo
December 23, 2020
Scott M. Haralson
Senior Vice President and Chief Financial Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025
Re:Spirit Airlines, Inc.
Amended Form 10-K for Fiscal Year Ended December 31, 2019
Filed April 16, 2020
File No. 001-35186
Dear Mr. Haralson:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to 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/A for Fiscal Year Ended December 31, 2019
General
1.We note the disclosure on page 32 that your amended and restated certificate of
incorporation provides that the Court of Chancery of the State of Delaware shall be the
exclusive forum for certain litigation, including any “derivative action.” Please disclose
whether this provision applies to actions arising under the Securities Act or Exchange Act.
In that regard, we note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.  If
the provision applies to Securities Act claims, please also revise your disclosure to state
that there is uncertainty as to whether a court would enforce such provision and that
investors cannot waive compliance with the federal securities laws and the rules and

 FirstName LastNameScott M. Haralson
 Comapany NameSpirit Airlines, Inc.
 December 23, 2020 Page 2
 FirstName LastName
Scott M. Haralson
Spirit Airlines, Inc.
December 23, 2020
Page 2
regulations thereunder.  Further, if this provision does not apply to actions arising under
the Securities Act or Exchange Act, please tell us how you will inform stockholders in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
            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 Jennifer O'Brien, Staff Accountant, at (202) 551-3721 or Ethan
Horowitz, Accounting Branch Chief, at (202) 551-3311 if you have questions regarding
comments on the financial statements and related matters.  Please contact Anuja A. Majmudar,
Attorney-Adviser, at (202) 551-3844 or, in her absence, Loan Lauren Nguyen, Legal Branch
Chief, at (202) 551-3642 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3561
August 17 , 2017

Edward M. Christie
Chief Financial Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, Florida 33025

Re: Spirit Airlines, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2016
   Filed February 13 , 2017
                        Form 8 -K
                        Filed 4/28/2017
File No. 001 -35186

Dear Mr. Christie :

We have completed our review of your filings.  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 Leisur e

CORRESP
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CORRESP

 August 8, 2017

 Lyn
Shenk

 Branch Chief

 U.S. Securities and Exchange Commission

 Office of Transportation and Leisure

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-7010

Re:
Spirit Airlines, Inc.

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

 Filed February 13, 2017

Form 8-K

 Filed
4/28/2017

 File No. 001-35186

Dear Mr. Shenk:

 On behalf of our client,
Spirit Airlines, Inc. (“the “Registrant” or the “Company”), we submit this letter, which sets forth the responses of the Registrant to the comments contained in your letter, dated July 24, 2017, relating
to the above-referenced annual report filed on Form 10-K (the “Form 10-K”) and periodic report filed on Form 8-K (the “Form 8-K”). The comments of the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “SEC”) are set forth in bold italicized text below, and the Company’s responses are set forth in plain text immediately following each comment.

Form 8-K filed 4/28/2017

1.
We note you present a measure titled “Return on Invested Capital.” This measure uses a non-GAAP amount (Adjusted Operating Profit) in its calculation. Accordingly, please revise to retitle this measure
to make it clear it is a non-GAAP measure to prevent confusion with computations of ROIC based solely on GAAP amounts.

The Registrant revised the measure titled “Return on Invested Capital” in its press release regarding its financial results for its
second quarter 2017 released on July 27, 2017 (the “Q2 Earnings Release”) to clearly indicate that the measure is a non-GAAP measure. The Registrant will make conforming changes to its disclosure of Return on Invested Capital
(“ROIC”) in future earnings releases and as otherwise appropriate in future disclosure.

L. Shenk

August 4, 2017

2.
You include in your computation of ROIC “capitalized aircraft operating leases (7x Aircraft Rent).” Please explain to us and disclose the basis for this amount and why the multiple of 7 is representative
and reasonable in your circumstances.

 The Registrant advises the Staff that in calculating its ROIC, the Registrant
adjusts for its operating leases by using a multiple of seven times aircraft rent expense. A substantial portion of the Registrant’s aircraft fleet is held under aircraft operating leases that do not appear on its GAAP balance sheets. The
Registrant believes that, in its case, presenting non-adjusted ROIC (excluding off-balance sheet obligations) effectively overstates ROIC and is therefore misleading to its investors.

The Registrant further advises the Staff that making adjustments for obligations associated with operating leases that are not reflected on
GAAP balance sheets is common practice throughout the investment community. The multiple of seven times aircraft rent is a standard multiple used in the airline industry and by equity analysts and rating agencies. Further, the Registrant’s use
of this multiple reasonably approximates the average remaining term of its aircraft operating leases. The Registrant has disclosed on its annual report on Form 10-K, filed with the SEC on February 13, 2017, that its aircraft leases have
expiration dates between 2017 and 2029. Therefore, the Registrant believes that the multiple of seven times aircraft rent expense is representative and reasonable.

The Registrant has revised its Q2 Earnings Release to disclose the basis for using a multiple of seven times aircraft rent expense and will
include analogous disclosure in future earnings releases and as otherwise appropriate in future disclosure.

 * * * * *

The Company hereby acknowledges that the Company is responsible for the adequacy and accuracy of the disclosure in the filing.

* * * * *

 If you have any
questions regarding this letter, please do not hesitate to call me at (212) 909-7334 or Eric T. Juergens at (212) 909-6301.

Best Regards,

 /s/ Matthew E. Kaplan

Matthew E. Kaplan

cc:
Thomas Canfield

 2

Mail Stop 3561
July 24 , 2017

Edward M. Christie
Chief Financial Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, Florida 33025

Re: Spirit Airlines, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2016
   Filed February 13 , 2017
                        Form 8 -K
                        Filed 4/28/2017
File No. 001 -35186

Dear Mr. Christie :

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 request ed
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 8 -K filed 4/28/2017

Exhibit 99.1, Page 11

1. We note you present a measure titled “Return on Invested Capital.”  This measure uses a
non-GAAP amount (Adjusted Operating Profit) in its calculation. Accordingly, please
revise to retitle this measure to make it clear it is a non -GAAP measure  to prevent
confusion with computations of ROIC based solely on GAAP amounts.

2. You include in your computation of ROIC “capitalized aircraft operating leases (7x
Aircraft Rent).”  Pl ease explain to us and disclose the basis for this amount and why the
multiple of 7 is representative and reasonable in your circumstances .

Edward M. Christie
Spirit Airlines, Inc.
July 24 , 2017
 Page 2

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

You may contact Aamira Chaudhry at 202 -551-3389 or Doug Jones at 202 -551-3309 if
you have questions regarding comments on the financial statements and related matters. Please
contact me at 202 -551-3380 with any other questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
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Underwriter Acceleration Request

 January 18, 2012

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

               Re:

Spirit Airlines, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-178336)

 Ladies and Gentlemen:

 As Representatives of the several underwriters of the proposed public offering of up to 11,000,000 shares of common stock (and up to 1,650,000 additional shares of common stock upon exercise of an
over-allotment option), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 2:00 p.m. eastern time on January 19, 2012, or as soon thereafter as is practicable.

 In connection with the above-referenced Registration Statement, we wish to advise you that on the date hereof we are
effecting the distribution of 2,115 copies of the Company’s Preliminary Prospectus dated January 17, 2012 to prospective underwriters, institutional investors, prospective dealers, individuals, rating agencies and others.

We have been informed by the participating underwriters that they have complied and will continue to comply with Rule 15c2-8 under the
Securities Exchange Act of 1934.

Very truly yours,

BARCLAYS CAPITAL INC.

MORGAN STANLEY & CO. LLC

CITIGROUP GLOBAL MARKETS INC.,

As Representatives of the several Underwriters

By: Barclays Capital Inc.

By:

 /s/ VICTORIA HALE

Name:

Victoria Hale

Title:

Vice President

By: Morgan Stanley & Co. LLC

By:

 /s/ GAURAV GUPTA

Name:

Gaurav Gupta

Title:

Vice President

By: Citigroup Global Markets Inc.

By:

 /s/ ERIC WOOLEY

Name:

Eric Wooley

Title:

Director

CORRESP
1
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Acceleration Request

 SPIRIT AIRLINES, INC.

2800 EXECUTIVE WAY

 MIRAMAR FLORIDA 33025

 January 17, 2012

VIA EDGAR AND FACSIMILE (703-813-6967)

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

 Attention:

Tonya Aldave

Julie F. Rizzo, Attorney-Advisor

  Re:

Spirit Airlines, Inc.

Registration Statement on Form S-1 (File No. 333-178336)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date
of the Registration Statement on Form S-1 (Registration No. 333-178336) (the “Registration Statement”) of Spirit Airlines, Inc. (the “Company”). We respectfully request that the Registration Statement become
effective as of 2:00 p.m., Washington, D.C. time, on January 19, 2012, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by
calling Anthony J. Richmond at (650) 463-2643.

 The Company acknowledges the following:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

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

•

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

 Thank you for your assistance in this matter.

Very truly yours,

SPIRIT AIRLINES, INC.

By:

 /s/ Thomas Canfield

 Thomas Canfield

 Senior Vice
President, General Counsel and Secretary

CORRESP
1
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Underwriter Acceleration Request

 January 17, 2012

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

               Re:

Spirit Airlines, Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-178336)

 Ladies and Gentlemen:

 As Representatives of the several underwriters of the proposed public offering of up to 11,000,000 shares of common stock, we hereby join the Company’s request for acceleration of the
above-referenced Registration Statement, requesting effectiveness for 2:00 p.m. eastern time on January 19, 2012, or as soon thereafter as is practicable.

 In connection with the above-referenced Registration Statement, we wish to advise you that on the date hereof we are effecting the distribution of 2,115 copies of the Company’s Preliminary Prospectus
dated January 17, 2012 to prospective underwriters, institutional investors, prospective dealers, individuals, rating agencies and others.

 We have been informed by the participating underwriters that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.

Very truly yours,

BARCLAYS CAPITAL INC.

MORGAN STANLEY & CO. LLC

CITIGROUP GLOBAL MARKETS INC.,

As Representatives of the several Underwriters

By: Barclays Capital Inc.

By:

 /s/ VICTORIA HALE

Name:

Victoria Hale

Title:

Vice President

By: Morgan Stanley & Co. LLC

By:

 /s/ GAURAV GUPTA

Name:

Gaurav Gupta

Title:

Vice President

By: Citigroup Global Markets Inc.

By:

 /s/ ERIC WOOLEY

Name:

Eric Wooley

Title:

Director

December 13, 2011

Via E-mail
B. Ben Baldanza President and Chief Executive Officer Spirit Airlines, Inc. 2800 Executive Way Miramar, FL 33025

Re: Spirit Airlines, Inc.
 Registration Statement on Form S-1
Filed December 6, 2011
  File No. 333-178336

Dear Mr. Baldanza:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you have a pending confidential tr eatment request with respect to Exhibit
10.31 that is incorporated by reference fr om the Form 10-Q dated October 27, 2011.
Please note that this confidential treatment re quest must be completed before we act on a
request for acceleration of the e ffectiveness of your Form S-1.  Refer to Section III.B.2 of
Staff Legal Bulletin No. 1 (with Addendum) dated July 11, 2001.

2. Please revise to disclose the number of shares to  be resold prior to use of the prospectus.

3. Please disclose that the selling stoc kholders may be deemed underwriters.
 Principal and Selling Stockholders, page 126

4. Please revise to disclose the number of sh ares being offered by selling stockholders.

B. Ben Baldanza Spirit Airlines, Inc. December 13, 2011 Page 2

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

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

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

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Tonya Aldave at (202) 551-3601 or me at (202) 551-3574 with any other
questions.
Sincerely,
   /s/ Julie F. Rizzo
Julie F. Rizzo Attorney-Advisor
cc:  Via E-mail

 Anthony J. Richmond  Latham & Watkins LLP

CORRESP
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Request for Acceleration

 May 20, 2011

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

Mail Stop 4561

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Spirit Airlines, Inc. (the “Company”)

        Registration
Statement on Form S-1 (File No. 333-169474)

Ladies and Gentlemen:

 As
Representatives of the several underwriters of the proposed public offering of up to 23,000,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting
effectiveness for 2:00 p.m. eastern time on May 24, 2011, or as soon thereafter as is practicable.

 In connection with
the above-referenced Registration Statement, we wish to advise you that we have effected the distribution of 6,793 copies of the Company’s Preliminary Prospectus dated May 12, 2011, between May 12, 2011 and the date hereof to
prospective underwriters, institutional investors, prospective dealers, individuals, rating agencies and others.

 We have been
informed by the participating underwriters that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

MORGAN STANLEY & CO. INCORPORATED,

As Representatives of the several Underwriters

By:

Citigroup Global Markets Inc.

By:

           /s/ JOHN
GRIER

Name:

        John Grier

Title:

          Managing Director

By: Morgan Stanley & Co. Incorporated

By:

           /s/ KEN
POTT

Name:

        Ken Pott

Title:

          Managing Director

CORRESP
1
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Acceleration request

 SPIRIT AIRLINES, INC.

2800 EXECUTIVE WAY

 MIRAMAR FLORIDA 33025

 May 20, 2011

VIA EDGAR AND FACSIMILE (703-813-6967)

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Attention: Max A. Webb, Assistant Director

Sonia
Bednarowski

Re:
Spirit Airlines, Inc.

          Registration
Statement on Form S-1 (File No. 333-169474)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of
1933, as amended, we hereby request acceleration by the Securities and Exchange Commission (the “Commission”) of the effective date of the Registration Statement on Form S-1 (Registration No. 333-169474) (the
“Registration Statement”) of Spirit Airlines, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 2:00 p.m., Washington, D.C. time, on May 24, 2011, or as soon
as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Anthony J. Richmond at (650) 463-2643.

The Company acknowledges the following:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

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

•

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

 Thank you for your assistance in this matter.

Very truly yours,

SPIRIT AIRLINES, INC.

By:

 /s/ Thomas Canfield

Thomas Canfield

Senior Vice President, General Counsel and Secretary

May 18, 2011
B. Ben Baldanza
President and Chief Executive Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025

Re: Spirit Airlines, Inc.
Amendment No. 7 to Registration Statement on Form S -1
Filed May 12, 2011
  File No. 333 -169474

Dear Mr. Baldanza:

We have reviewed your Amendment No. 7 and have the following additional comments.

 Exhibit 5.1
1. Please have counsel remove the last sentence in opinion 1 on page 2 or explain why this
assumption is necessary.

2. Please have counsel either remove the first sentence in the last paragraph on page 2 or revise to clarify that anyone may rely on the opinion.    Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

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

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

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration sta tement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

B. Ben Baldanza
Spirit Airlines, Inc.
May 18, 2011
Page 2

the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities s pecified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Patrick Kuhn at (202) 551- 3308 or Lyn Shenk at (202) 551- 3380 if you
have questions regarding comments on the financial statements and related matters.  Please contact Sonia Bednarowski at (202) 551- 3666 or me at (202) 551- 3750 with any other questions.

Sincerely,

  Max A. Webb
Assistant Director

cc: Via facsimile: (650) 463 -2600
Anthony J. Richmond, Esq.
 Latham & Watkins LLP

March 22, 2011
B. Ben Baldanza
President and Chief Executive Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025

Re: Spirit Airlines, Inc.
Amendment No. 5 to Registration Statement on Form S -1
Filed March 16 , 2011
  File No. 333 -169474

Dear Mr. Baldanza:

We have reviewed your responses to the comments in our letter dated
March 9, 2011 and have the following additional comments.  All page numbers below correspond to the marked version of your filing.

 Executive Compensation, page 115
 Determination of Compensation, page 116
1. We note your disclosure on page 117 that you provide cash bonuses to provide incentives to executive officers to achieve annual company -wide performance goals and that, in
determining bonuses to executive officers with respect to 2010, your compensation committee reviewed your financial and operating performance.  Please quantify all
company -wide performance targets or please provide us with your analysis for
concluding that the disclosure of such targets is not required because it would result in competitive harm and such disclosure may be omitted pursuant to Instruction 4 to Item 402(b) of Regulation S -K.  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 indi vidually are not
sufficient.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

• should the Commission o r 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;

B. Ben Baldanza
Spirit Airlines, Inc.
March 22, 2011
Page 2

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

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Sonia Bednarowski at (202) 551 -3666 or me at (202) 551 -3750 with any
questions.
Sincerely,

  Max A. Webb
Assistant Director

cc: Via facsimile: (650) 463 -2600
Anthony J. Richmond, Esq.
 Latham & Watkins LLP

CORRESP
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Correspondence

 140 Scott Drive

Menlo Park, California 94025

Tel: +1.650.328.4600 Fax: +1.650.463.2600

 www.lw.com

 FIRM / AFFILIATE OFFICES

Abu Dhabi

Moscow

Barcelona

Munich

Beijing

New Jersey

Brussels

New York

Chicago

Orange County

 March 16, 2011

VIA EDGAR AND HAND DELIVERY

United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

Doha

Paris

Dubai

Riyadh

Frankfurt

Rome

Hamburg

San Diego

Hong Kong

San Francisco

Houston

Shanghai

London

Silicon Valley

Los Angeles

Singapore

Madrid

Tokyo

Milan

Washington, D.C.

Attention:

Max A. Webb, Assistant Director

Sonia Bednarowski

Lynwood Shenk

Patrick Kuhn

Re:

 Spirit Airlines, Inc.

 Amendment No. 5 to Registration Statement on Form S-1

 File No. 333-169474

 Ladies and Gentlemen:

 On behalf of Spirit Airlines, Inc. (the “Company”), we are hereby filing Amendment No. 5 (“Amendment No. 5”) to the Company’s
above-referenced Registration Statement on Form S-1, which was initially filed with the Securities and Exchange Commission (the “Commission”) on September 17, 2010 and amended by Amendment No. 1 filed on
October 28, 2010, Amendment No. 2 filed on November 18, 2010, an exhibit-only Amendment No. 3 filed on November 19, 2010, and Amendment No. 4 filed on February 28, 2011 (“Amendment
No. 4”, and such registration statement, as amended, the “Registration Statement”). For your convenience, we have enclosed a courtesy package that includes eight copies of Amendment No. 5, four of which
have been marked to show changes from Amendment No. 4.

 Amendment No. 5 has been revised to reflect the
Company’s responses to the comments received by facsimile on March 9, 2011, from the staff of the Commission (the “Staff”). For ease of review, we have set forth below each of the numbered comments of
your letter and the Company’s responses thereto.

 United States Securities and Exchange Commission

March 16, 2011

  Page
 2

 Business, page 87

 Our Business Model, page 88

1.
Please provide us with documentation showing that none of your competitors charge a low base fare and charge additional fees for frills to only those customers that
choose to purchase extra products. Alternatively, please delete the words “[u]nlike our competitors” from the last sentence of the last complete paragraph on page 88.

Response: In response to the Staff’s comment, the Company has revised Amendment No. 5 to delete the words “unlike
our competitors” from the referenced language.

 Employees, page 99

2.
We note your disclosure on page 99 that you believe relations with your employees and unions are generally good. We also note an article in the South Florida
Sun-Sentinel dated January 26, 2011 that states that your unionized flight attendants picketed outside of your headquarters in Miramar, Florida at the end of January in connection with their contract that has been in negotiation since August
2007. Please advise.

 Response: In response to the Staff’s comment, the Company has revised
Amendment No. 5 to remove any generalized characterization contained in the referenced text.

 Notes to Financial Statements, page F-7

 Note 13. Leases, page F-23

3.
 Your disclosure related to your accounting for maintenance reserves does not appear entirely consistent with the explanation of your accounting
under EITF 08-3 that you provided to the SEC’s Office of the Chief Accountant in your submission dated January 14, 2011. For example, your disclosure does not state that you evaluate whether expected maintenance reserve payments are
substantively and contractually related to maintenance of the leased asset nor how you make such assessment (see pages 6 to 9 of your January 14, 2011 submission). Rather, your disclosure begins with an unqualified statement that reserve
payments are recorded as prepaid maintenance deposits. Further, we believe your disclosure should distinguish between

 United States Securities and Exchange Commission

March 16, 2011

  Page
 3

reserves that are (a) refundable for either qualifying maintenance or at the end of the lease term even if unused and (b) those that are refundable to you only for qualifying
maintenance, with unused excess amounts not refunded at the end of the lease term. For the former, we understand that you account for such amounts as deposits and capitalize them when paid (consistent with the first sentence in your disclosure). For
the latter, we understand the following:

•

 You evaluate reserve payments required under the leases to determine whether a portion of expected reserve payments is, in substance, additional
rent;

•

 This evaluation involves estimating reserve payments and qualifying maintenance costs expected over each overhaul cycle and determining whether
unused excess reserve payments are expected;

•

 The amount of reserve payments expected to be refunded for qualifying maintenance are accounted for as deposits and capitalized when paid; and

•

 The amount of excess reserve payments not expected to be refunded is recognized as contingent rent.

With regard to the last bulleted item above, your disclosure is not clear with regard to the timing of recognition. Your disclosure
includes a statement that you “accrue maintenance deposits retained by the lessor at the expiration of the lease … when it becomes probable the maintenance reserves will not be recovered.” It is not clear whether this sentence refers
to amounts already paid to lessors and capitalized as deposits on your balance sheet or to amounts expected to be paid (or currently being paid) to lessors that are not expected to be refunded to you. If this disclosure relates to amounts to be paid
(or currently being paid), it appears from your submission that these amounts are recognized as expense when paid. Also, we believe your disclosure of the timing of recognition with regard to the last bulleted item above should address instances in
which the total payment is not expected to be refunded and instances in which portions of payments are not expected to be refunded (see your example in the last full paragraph on page 5 of your submission).

Please revise to clarify your overall disclosure and to address the matters identified above. For purposes of clarity of your
disclosure, we believe you should refer to these payments generally as reserves and refer to the portion of reserves that you capitalize as deposits (rather than referring to all such payments as maintenance deposits, whether capitalized or not).
Finally, as noted in comment 41 of our October 14, 2010 comment letter, please revise the phrase “When the Company determines that it is probable it will not recover amounts on deposit” to “When it is not probable we will recover
amounts on deposit.”

 United States Securities and Exchange Commission

March 16, 2011

  Page
 4

 Response: In response to the Staff’s comment, the Company has revised
Note 13 as requested.

4.
Considering the significance of prepaid aircraft maintenance deposits to your balance sheet, we believe that it will be useful to your investors to expand your note
to disclose how you able to conclude that all capitalized maintenance reserves are probable of recovery. For example, we believe that it would be useful to your investors to disclose that you use the rate differential between the maintenance deposit
rate and the engine shop visit to conclude that it is probable the maintenance deposits will be recovered. Please revise accordingly.

 Response: In response to the Staff’s comment, the Company has revised Note 13 as requested.

 Also in response to a comment communicated orally by the Staff, the airline route map included in Amendment No. 5 has been further updated.

* * *

 We hope
the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-2643 or by fax to my attention at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Anthony J. Richmond

 Anthony J. Richmond

 of
LATHAM & WATKINS LLP

cc:

B. Ben Baldanza, Spirit Airlines, Inc.

 Thomas C. Canfield, Spirit Airlines, Inc.

 Leslie N. Silverman, Cleary Gottlieb Steen & Hamilton LLP

March 9, 2011
B. Ben Baldanza
President and Chief Executive Officer
Spirit Airlines, Inc.
2800 Executive Way
Miramar, FL 33025

Re: Spirit Airlines, Inc.
Amendment No. 4 to Registration Statement on Form S -1
Filed February 28, 2011
  File No. 333 -169474

Dear Mr. Baldanza:

We have reviewed your responses to the comments in our letter dated
December 23, 2010 and have the following additional comments.  All page numbers below correspond to the marked version of your filing.

 Business, page 87
 Our Business Model, page 88
1. Please provide us with documentation showing that none of your competitors charge a low base fare and charge additional fees for frills to only those customers that choose to purchase extra products.  Alternatively, please delete the words “[u]nlike our competitors” from the last sentence of the last complete paragraph on page 88.

Employees, page 99
2. We note your disclosure on page 99 that you believe relations with your employees and
unions are generally good.  We also note an article in the South  Florida Sun- Sentinel
dated January 26, 2011 that states that  your unionized flight attendants picketed outside
of your headquarters in Miramar, Florida at the end of Janua ry in connection with their
contract that has been in negotiation since August 2007.  Please advise .

Notes to Financial Statements, page F -7
 Note 13. Leases, page F -23
3. Your disclosure related to your accounting for maintenance reserves does not appear
entirely consistent with the explanation of your accounting under EITF 08- 3 that you
provided to the SEC’s Office of the Chief Accountant in your submission dated January 14, 2011.  For example, your disclosure does not state that you evaluate whether expe cted

B. Ben Baldanza
Spirit Airlines, Inc.
March 9, 2011
Page 2

maintenance reserve payments are substantively and contractually related to maintenance of the leased asset nor how you make such assessment (see pages 6 to 9 of your January 14, 2011 submission).  Rather, your disclosure begins with an unqualified st atement that
reserve payments are recorded as prepaid maintenance deposits.  Further, we believe your disclosure should distinguish between reserves that are (a) refundable for either qualifying maintenance or at the end of the lease term even if unused an d (b) those that
are refundable to you only for qualifying maintenance, with unused excess amounts not refunded at the end of the lease term.  For the former, we understand that you account for such amounts as deposits and capitalize them when paid (consis tent with the first
sentence in your disclosure).  For the latter, we understand the following:

• You evaluate reserve payments required under the leases to determine whether a
portion of expected reserve payments is, in substance, additional rent;
• This eva luation involves estimating reserve payments and qualifying maintenance
costs expected over each overhaul cycle and determining whether unused excess
reserve payments are expected;
• The amount of reserve payments expected to be refunded for qualifying
maintenance are accounted for as deposits and capitalized when paid; and
• The amount of excess reserve payments not expected to be refunded is recognized as contingent rent.

With regard to the last bulleted item above, your disclosure is not clear with regard t o the
timing of recognition.  Your disclosure includes a statement that you “accrue
maintenance deposits retained by the lessor at the expiration of the lease…when it becomes probable the maintenance reserves will not be recovered.”  It is not clear whethe r this sentence refers to amounts already paid to lessors and capitalized as deposits
on your balance sheet or to amounts expected to be paid (or currently being paid) to lessors that are not expected to be refunded to you.  If this disclosure relates to a mounts
to be paid (or currently being paid), it appears from your submission that these amounts are recognized as expense when paid.  Also, we believe your disclosure of the timing of recognition with regard to the last bulleted item above should address i nstances in which
the total payment is not expected to be refunded and instances in which portions of payments are not expected to be refunded (see your example in the last full paragraph on page 5 of your submission).

Please revise to clarify your overal l disclosure and to address the matters identified
above.  For purposes of clarity of your disclosure, we believe you should refer to these payments generally as reserves and refer to the portion of reserves that you capitalize as deposits (rather than ref erring to all such payments as maintenance deposits, whether
capitalized or not).  Finally, as noted in comment 41 of our October 14, 2010 comment letter, please revise the phrase “When the Company determines that it is probable it will not recover amounts  on deposit” to “When it is not probable we will recover amounts on
deposit.”

B. Ben Baldanza
Spirit Airlines, Inc.
March 9, 2011
Page 3

4. Considering the significance of prepaid aircraft maintenance deposits to your balance sheet, we believe that it will be useful to your investors to expand your note to disclose how you able to conclude that all capitalized maintenance reserves are probable of recovery.  For example, we believe that it would be useful to your investors to disclose that you use the rate differential between the maintenance deposit rate and the engine shop visit to conclude that it is probable the maintenance deposits will be recovered.  Please revise accordingly.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

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

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

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

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

B. Ben Baldanza
Spirit Airlines, Inc.
March 9, 2011
Page 4

You may contact Patrick Kuhn at (202) 551- 3308 or Lyn Shenk at (202) 551- 3380 if you
have questions regarding comments on the financial statements and related matters.  Please contact Sonia Bednarowski at (202) 551- 3666 or me at (202) 551- 3750 with any other questions.

Sincerely,

  Max A. Webb
Assistant Director

cc: Via facsimile: (650) 463 -2600
Anthony J. Richmond, Esq.
 Latham & Watkins LLP

December 23, 2010
B. Ben Baldanza President and Chief Executive Officer Spirit Airlines, Inc. 2800 Executive Way Miramar, FL 33025
Re: Spirit Airlines, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed November 18, 2010
  File No. 333-169474

Dear Mr. Baldanza:

We have reviewed your responses to the comments in our letter dated
November 9, 2010 and have the following additi onal comments.  All page numbers below
correspond to the marked version of your filing.

Summary, page 1

 Overview, page 1

1. Please revise to include your ne t income for the last fiscal year, most recent interim stub
and the net income for the nine month period absent the release of the valuation allowance and rela ted tax benefit.

2010 Recapitalization, page 7

2. Please revise your disclosure regarding your  tax receivable agreement on page 8 to
include the estimated total payments to be made under this agreement.
 Management’s Discussion and Analysis, page 56

 Maintenance, page 61

3. We note your response to our prior comment one of our November 9, 2010 letter and the
revised disclosure on page 61.  Because of  the young age of your current fleet and the
expected increase in maintenance costs as the fl eet ages, we continue to believe that trend
information which quantifies the amount or rang e of amounts of the expected increase in
maintenance expense as your fleet ages will highlight additional trends for your
investor’s analysis.  With disclosure in an  appropriate framework, it appears clarity may
be provided for variables such as future utili zation rates, average stage length, size and
makeup of the fleet in future periods and th e level of unscheduled maintenance events

B. Ben Baldanza Spirit Airlines, Inc. December 23, 2010 Page 2

and their actual costs.  Therefore we re issue the comment.  Please provide trend
information which quantifies the amount or rang e of amounts of the expected increase in
maintenance expense as your fleet ages.
 Business, page 86

4. We note your press release dated October 28, 2010 announcing the next phase of your
expansion.  Please revise to in clude a brief description of yo ur new routes and service to
new cities or advise.
 Note 13. Leases, page F-24

5. As previously requested in comment 41 of our  October 14, 2010 letter , please revise to
disclose how you evaluate recoverability of maintenance reserves, including key
estimates and judgments involved.

6. As previously requested in comment five of  our November 9, 2010 lett er, please tell us
the extent to which you able to conclude that  all capitalized mainte nance reserves were
probable of recovery for each interim and annual period beginning in your fiscal year
2009.

7. We note your written response letters dated November 17th and December 8th, 2010 and
the information and positions you provided to us during telephone c onference calls held
on November 30th, December 2nd, and December 16th, 2010.  Based on the foregoing, we
understand you believe the following with respect to accounting for non-refundable
maintenance reserves under leas es (for ease of use, guidan ce in ASC 840-10 is referenced
by citations to EITF 08-3):

• A comparison of total expected maintenan ce reserve payments over the lease term
to total expected qualifying maintenance costs over the lease term is not required
in determining whether reserve payments required under leases are substantively
related to maintenance  (rather than supplemental rent ), instead the evaluation may
be limited to expected payments and qualifying costs to the first expected
overhaul when expected costs exceed e xpected payments for the first overhaul
cycle;
• The portion of reserve payments that are not substantively related to maintenance
(i.e., that are not expected to be re turned for reimbursement of qualifying
maintenance) should not be recognized as  supplemental rent over the lease term
by bifurcating each payment made, but inst ead reserve payments should initially
be capitalized in their entirety until  such amounts equal expected qualifying
maintenance costs, after which remaini ng reserve payments should be expensed
as incurred as supplemental rent (i.e ., back-end recognition of excess reserve
payments is appropriate); and

B. Ben Baldanza Spirit Airlines, Inc. December 23, 2010 Page 3

• Periodic re-evaluations of prior estimates  and judgments used in determining the
recoverability of reserve payments expect ed over the lease term is not required,
instead initial estimates and judgments made at lease inception can be relied upon
throughout the lease term in concluding that  future expected reserve payments are
expected to be returned for qualifying maintenance.

With regard to the first bullet point above , you stated that you do not analyze total
expected reserve payments over the lease te rm in part because of the EITF staff’s
response to a comment in which they decide d not to mandate a method for the analysis
but rather to “allow for judgment based on th e specific facts and circumstances.”  Please
tell us the paragraph in the EITF background materials in whic h the EITF staff stated that
they wanted to allow for judgment base d on the specific facts and circumstances.

We believe the intent of the EITF was to re quire an evaluation of the recoverability of
total expected maintenance reserve payments over the lease term, rather than just those
expected payments to the first expected overhaul, because of the guidance in paragraph 7 of the EITF which states, “If at lease incepti on a lessee determines that it is less than
probable that the tota l amount of payments
 will be returned to the lessee as a
reimbursement for maintenance activities, the lessee shall…(emphasis added).”
 In addition, in paragraph 17 of Issue Summ ary No. 1, Supplement No. 1, dated June 12,
2008, the staff said it did not believe additional
 guidance (beyond the requirement to
evaluate “the total amount of payments” in paragraph 7) to tell pr eparers and auditors
how to perform the analysis was necessary, but that the staff “w ould expect a similar
analysis” (to that shown in paragraph 14 of Supplement No.1) “to be performed by
preparers and auditors.”  The analysis in paragraph 14 of Supplement No. 1 incorporated
an entity’s best estimate of total expect ed payments and qualifying maintenance costs
during the entire term of the lease.  Therefor e, we believe your analyses under EITF 08-3
at lease inception shou ld be based on a comparison of to tal expected maintenance reserve
payments over the lease term to total exp ected qualifying mainte nance costs over the
lease term.  To the extent you continue to di sagree, please cite the specific authoritative
literature you relied upon in  reaching your conclusion.
 As a related matter, you stated that certain later-term reserve payments are not probable
of payment because you can manage the lease term.  We presume this refers to early
termination provisions in leases.  We believ e your analysis under EITF 08-3 should be
prepared on the same basis that you used in determining classification of the lease as
capital vs. operating and for computing future  minimum lease payments and straight-line
rent expense.  That is, if a 15 year term wa s assumed, then an early termination option at
year 12 of a lease should not  be assumed for purposes of estimating total expected
payments under EITF 08-3.  In addition, other use management assumptions such as parking aircraft in later lease years may result in accounting implications under other
GAAP such as ASC 420-10-25-13, exit cost obligations.

B. Ben Baldanza Spirit Airlines, Inc. December 23, 2010 Page 4

With regard to the second bullet point above, you stated that as a general principal you believe it is appropriate to acc ount for reserves not used for maintenance or to satisfy
return conditions as contingent rent on an as-incurred basis, generally near the end of the
lease term.  However, paragraph 7 of the EITF  states that the lessee must determine “the
portion of each payment
 that is not within the scope of this Issue (emphasis added).”
Given the requirement to evaluate the to tal amount of payments, we believe the
requirement to evaluate the portion of each pa yment made makes clear that the intent of
the staff was that preparers would bifurcat e each payment during the lease based on the
ratio of the amount of total expected qualifyi ng maintenance costs to the total expected
reserve payments.  In addition, in reference to an  example fact pattern in which a lessee did not expect that
all maintenance deposits would be returned dur ing the term of the lease (see paragraphs
14 and 15 of Supplement No. 1), the staff st ated in paragraph 16 of Supplement No. 1,
“the appropriate accounting would be to bifu rcate the payment into the amount that is
substantively related to maintenance and the amount that is not subs tantively related to
maintenance.”  In the example referred to by the staff, each hourly $100 payment was bifurcated between a maintenance deposit asset and rental expense.  The staff continued
by stating that “the appropriate application of paragraph 6 in the Scope section of the
consensus-for-exposure would result in the same  conclusion.”  Theref ore, we believe the
portion of reserve payments that are not subs tantively related to maintenance (i.e., that
are not expected to be returned for reimbur sement of qualifying maintenance) should be
recognized as supplemental rent over the le ase term by bifurcating each payment as
payments are made.  To the extent you con tinue to disagree, please cite the specific
authoritative literature you relied upon in reaching your conclusion.
 With regard to the third bullet point above , you stated that you do not believe you are
required to periodically reevaluate the recove rability of future expected reserve payments
and that such analysis is required only at lease inception. However,  in paragraph 19 of
Supplement No. 1 the staff stated that ther e were two methods, cumulative catch-up or
prospective, a lessee could use to handle a ch ange in estimate (in the recoverability of
future expected maintenance reserve paym ents).  While not recommending one method
over the other, we believe the staff’s refere nce to the two methods in which changes in
estimates may be handled indicates that estim ates should be periodi cally reevaluated for
new information and that this is consistent with the general require ments of the definition
of a change in accounting es timate in the ASC Master Gl ossary and with ASC 250-10-
45-17.  To the extent you continue to disa gree, please cite the specific authoritative
literature you relied upon in  reaching your conclusion.
 Based on the above, we believe you should re assess the application of your accounting
and revise your accounting po licy to conform to the guida nce in EITF 08-3.  Please
provide us with a copy of your intended revised accounting policy.

B. Ben Baldanza Spirit Airlines, Inc. December 23, 2010 Page 5

8. Given the significance of maintenance deposits to your balance sheet, please consider
providing a separate footnote for maintenance depos it disclosures.

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Patrick Kuhn at (202) 551- 3308 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551- 3750 with any other questions.

Sincerely,

Max A. Webb Assistant Director
cc: Via facsimile: (650) 463-2600
Anthony J. Richmond, Esq.
 Latham & Watkins LLP

CORRESP
1
filename1.htm

Correspondence

 [SPIRIT LETTERHEAD]

 [December 8, 2010]

 VIA FACSIMILE ((703)-813-696)

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

 Washington, DC 20549-6010

Attention:            Lynwood Shenk and Patrick Kuhn

 Confidential Treatment Requested

 Under 17 C.F.R. §§
200.80(b)(4), 200.83 and

 230.406

Re:
Spirit Airlines, Inc.

Registration Statement on Form S-1

File No. 333-169474

 Dear
Mr. Shenk and Mr. Kuhn:

 Spirit Airlines, Inc. (the “Company”), in connection with the review
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) of the Company’s above-referenced Registration Statement on Form S-1, which was initially filed with the
Commission on September 17, 2010 (as amended, the “Registration Statement”), is hereby providing, subject to a request for confidential treatment, the additional documentation requested by the Staff during our last
conference call with the Staff on [Thursday, December 2, 2010] and supplements to our prior responses regarding our accounting for maintenance reserves related to our aircraft. The documentation and analysis is attached hereto as Annex
1.

 Please do not hesitate to contact me by telephone at (954) 447-8040 or by facsimile at (248) 727-2675 with
any questions or comments regarding this correspondence.

Very truly yours,

/s/ Edmundo Miranda

 Edmundo Miranda

Controller

 Enclosure

cc:
David Lancelot, Spirit Airlines, Inc.

 Thomas C. Canfield, Spirit Airlines, Inc.

 Anthony J. Richmond, Latham &
Watkins LLP

 ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

 ANNEX 1

All references to 08-03 are intended to refer to the guidance in ASC 840 and are being used for ease of reference.

In connection with the adoption of 08-03, the Company performed the following analysis:

1.
The Company together with its internal legal team analyzed the terms of its lease agreements to determine whether maintenance deposits were “refundable” in
the event that the cost of the underlying maintenance event was less than the maintenance deposits paid to the lessor for the referenced maintenance event.

2.
For those lease agreements ***** which contained provisions which made the maintenance deposits non-refundable, the Company:

•

 Made an overall assessment of the lease to ascertain if the lease had been intentionally structured to use the maintenance deposit reserve provisions
as supplemental rent to the lessor. Based on the Company’s review, the Company determined that this was not the case. The Company considered the EITF staff’s comment letter response regarding 08-03, where the EITF staff indicated that they
deliberately decided not to mandate a method for the analysis but rather to allow for judgment based on the specific facts and circumstances. The factors considered by the Company included:

1.
The contractual lease rates in the lease agreement were determined to be consistent with market rates at the time the lease was negotiated and executed.

2.
The maintenance deposit payments (which are derived based on expected usage and contractual rates) were negotiated by the Company to be less than the expected cost of
the required expected maintenance. As such, the contractual deposit rates based on usage in all cases would be less than the contractual rates the Company has in place with third parties in “power-by-the-hour” agreements that obligate the
third party to perform the referenced maintenance.

 2

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

3.
Based on these facts, the Company concluded that through the date of the first scheduled maintenance event, it did not expect any payments made for deposits to be
outside the scope of 08-03, and did not believe the analysis would need to be extended past the first scheduled maintenance event (as all payments prior to that period would be fully recovered).

•

 At the request of the SEC, the Company is providing the analysis that was prepared at adoption of EITF 08-3 which analyzed the projected deposit
payment rates compared to the projected maintenance rates for the entire lease term (See Exhibit A) to determine if expected maintenance deposit payments are probable of recovery. Based on this analysis, the Company concluded:

•

 All such amounts are probable of recovery except for those deposits which are payable in years 12-15 of its lease terms,

•

 Maintenance deposit payments for years 12 -15 are contingent rents, but are not yet probable of payment. As such, contingent rents based on usage are
expensed as incurred (not anticipated). The Company supported this conclusion by reference to the Codification as follows:

1.
ASC 840-10-25-35: “A lessee shall recognize contingent rental expense (in annual periods as well as in interim periods) before the achievement of the specified
target that triggers the contingent rental expense, provided that achievement of that target is considered probable.”

2.
ASC 840-20-25-2b: “Contingent rentals. Increases or decreases in rentals that are dependent on future events such as future sales volume, future inflation, future
property taxes, and so forth, are contingent rentals that affect the measure of expense or income as accruable, as specified by paragraph 840-10-25-4.”

3.
ASC 840-10-25-4: “This guidance addresses what constitutes minimum lease payments under the minimum-lease-payments criterion in paragraph 840-10-25-1(d) from the
perspective of the lessee and the lessor. Lease payments that depend on a factor directly related to the future use of the leased property, such as machine hours of

 3

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

use or sales volume during the lease term, are contingent rentals and, accordingly, are excluded from minimum lease payments in their entirety. (Example 6 [see paragraph 840-10-55-38] illustrates
this guidance.) However, lease payments that depend on an existing index or rate, such as the consumer price index or the prime interest rate, shall be included in minimum lease payments based on the index or rate existing at lease inception; any
increases or decreases in lease payments that result from subsequent changes in the index or rate are contingent rentals and thus affect the determination of income as accruable. (Example 7 [see paragraph 840-10-55-39] illustrates this
guidance.)”

 In concluding that our contingent rental payments (payments in years 12-15) were not probable, we
considered:

•

 The ability to reasonably project aircraft usage and maintenance costs over a 12-15 year time horizon is not practical. For instance usage of the
Company’s aircraft increased by over 40% on average from 2006 to 2007.

•

 The Company has the ability to impact the recoverability of maintenance deposits as it directly and unilaterally can manage aircraft and engine usage,
swap engines and in certain instances manage the term of the lease to maximize economic benefits under the contractual provisions of the lease.

 In summary, the Company believes that it has complied with the provisions of EITF 08-03 and that its accounting policy is in accordance with generally accepted accounting principles in the United States.

 Exhibit A: Analysis prepared at adoption of EITF 08-3 for *****.

 4

***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

 EXHIBIT A

******

 ***** Confidential
portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

CORRESP
1
filename1.htm

Correspondence

140 Scott Drive

Menlo Park, California 94025

Tel:  +1.650.328.4600 Fax:  +1.650.463.2600

www.lw.com

FIRM / AFFILIATE OFFICES

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November 22, 2010

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Frankfurt

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VIA EDGAR AND HAND DELIVERY

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Madrid

Tokyo

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Milan

Washington, D.C.

Washington, D.C. 20549-6010

Attn: Sonia Bednarowski

047685-0001

Re:
Spirit Airlines, Inc.

Registration Statement on Form S-1

 File No. 333-169474

 Dear Ms. Bednarowski:

On behalf of Spirit Airlines, Inc. (the “Company”), enclosed please find a copy of the revised artwork intended to be included
on the inside front and inside back cover of the preliminary prospectus to be included in the next pre-effective amendment to the registration statement and distributed to potential investors in the offering. This revised artwork is intended to
respond to the comments of the Staff as expressed in the telephone call you placed to me on Friday, November 19, 2010. In further response to your comments, I can confirm to you on behalf of the Company that all of the new routes identified on
the route map have been publicly announced and are included in the Company’s published flight schedule. The new routes will also be identified in the next pre-effective amendment to the registration statement.

Please do not hesitate to contact me at (650) 463-2643 if you have any questions regarding the foregoing.

Very truly yours,

 /s/ Anthony J. Richmond

 Anthony J. Richmond

of LATHAM & WATKINS LLP

 Enclosures

cc:
B. Ben Baldanza, Spirit Airlines, Inc.

 Thomas C. Canfield, Spirit Airlines, Inc.

 Leslie N. Silverman, Cleary Gottlieb
Steen & Hamilton LLP

CORRESP
1
filename1.htm

Letter to the SEC

 140 Scott Drive

 Menlo Park, California 94025

 Tel: +1.650.328.4600 Fax: +1.650.463.2600

 www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi

Moscow

Barcelona

Munich

Beijing

New Jersey

Brussels

New York

Chicago

Orange County

November 19, 2010

Doha

Paris

Dubai

Riyadh

Frankfurt

Rome

VIA EDGAR AND HAND DELIVERY

Hamburg

San Diego

Hong Kong

San Francisco

Houston

Shanghai

London

Silicon Valley

United States Securities and Exchange Commission

Los Angeles

Singapore

Division of Corporation Finance

Madrid

Tokyo

100 F Street, N.E.

Milan

Washington, D.C.

Washington, D.C. 20549-6010

Attn: Sonia Bednarowski

047685-001

Re:
Spirit Airlines, Inc.

Registration Statement on Form S-1

File No. 333-169474

 Dear
Ms. Bednarowski:

 On behalf of Spirit Airlines, Inc., enclosed please find a copy of the artwork intended to be included
on the inside front and inside back cover of the preliminary prospectus to be included in the next pre-effective amendment to the registration statement and distributed to potential investors in the offering.

Please do not hesitate to contact me at (650) 463-2643 if you have any questions regarding the foregoing.

Very truly yours,

 /s/ Anthony J. Richmond

 Anthony J. Richmond

of LATHAM & WATKINS LLP

 Enclosures

cc:
B. Ben Baldanza, Spirit Airlines, Inc.

Thomas C. Canfield, Spirit Airlines, Inc.

Leslie N. Silverman, Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

Supplemental Response Letter to the SEC

 140 Scott Drive

Menlo Park, California 94025

 Tel:
+1.650.328.4600 Fax: +1.650.463.2600

 www.lw.com

FIRM / AFFILIATE OFFICES

Abu Dhabi

Moscow

Barcelona

Munich

Beijing

New Jersey

Brussels

New York

Chicago

Orange County

Doha

Paris

Dubai

Riyadh

Frankfurt

Rome

Hamburg

San Diego

Hong Kong

San Francisco

November 18, 2010

Houston

Shanghai

London

Silicon Valley

Los Angeles

Singapore

Madrid

Tokyo

VIA EDGAR AND HAND DELIVERY

Milan

Washingtn, D.C.

 United States Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

Attention: Lynwood Shenk

 Confidential Treatment Requested

 Under 17 C.F.R. §§
200.80(b)(4), 200.83 and 230.406

          Re:  Spirit Airlines, Inc.

Amendment No. 2 to Registration Statement on Form S-1

 File No.
333-169474

 Ladies and Gentlemen:

 On behalf of Spirit Airlines, Inc. (the “Company”), in connection with the submission of a letter dated November 17, 2010 (the “Letter”) to the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) in response to the Commission’s comments sent by facsimile on November 9, 2010 regarding the Company’s
above-referenced Registration Statement on Form S-1, which was initially filed with the Commission on September 17, 2010 and amended by Amendment No. 1 filed on October 28, 2010 and Amendment No. 2 filed on November 18, 2010
(as amended, the “Registration Statement”), the undersigned respectfully submits this supplemental response. Pursuant to our discussion with the Staff on November 12, 2010 and as referenced in the Letter, we are hereby
providing, subject to a request for confidential treatment, the underlying analysis relating to the Company’s accounting treatment for maintenance reserve payments, which is attached hereto as Exhibit A.

 Please do not hesitate
to contact me by telephone at (650) 463-2643 or by fax to my attention at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

 /s/ Anthony J. Richmond

 Anthony J. Richmond

of LATHAM & WATKINS LLP

cc:
B. Ben Baldanza, Spirit Airlines, Inc.
Thomas C. Canfield, Spirit Airlines, Inc.
Leslie N. Silverman, Cleary Gottlieb Steen & Hamilton LLP

 Exhibit A

 *****

 ***** Confidential portions
of the material have been omitted and filed separately with the Securities and Exchange Commission.

November 9, 2010
B. Ben Baldanza
President and Chief Executive Officer Spirit Airlines, Inc. 2800 Executive Way Miramar, FL 33025
Re: Spirit Airlines, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed October 28, 2010
  File No. 333-169474

Dear Mr. Baldanza:

We have reviewed your responses to the comments in our letter dated October 14, 2010
and have the following additional comments.  All page numbers below correspond to the marked version of your filing.

Management’s Discussion and Analysis, page 56

 Trends and Uncertainties Aff ecting our Business, page 60

 Maintenance, page 61

1. We note your response to our prior comment 17.  Subject to your response to other
comments included in this letter, please revise to  disclose either (a) that the amount of the
increase in total maintenance costs and such co st as a percentage of revenue is subject to
many variables such as future utilization ra tes, average stage length, the size and makeup
of the fleet in future periods, and the level of unscheduled maintenance events and their
actual costs and that you cannot reliably quantify this trend for any significant period in
the future or (b) trend information which quantifies the amount or  range of amounts of
the expected increase in maintena nce expense as your fleet ages.
 Critical Accounting Policies, page 61

2. We note your response to our prior comment 18 and the expanded disclosure related to
non-ticket revenues, frequent f lier program and supplemental aircraft rent.  Please further
revise your critical ac counting policies to specify the ac tual assumptions or judgments
made and disclose how differing assumpti ons would impact your estimates.  For
example, disclose the actual assumptions that  are made in determining the frequent flier
incremental cost accrual and how those assumptions and judgments have in the past or
may in the future change, and what eff ects any of those changes may have on your
financial statements.  Your disclosures here  should provide invest ors with the actual

B. Ben Baldanza Spirit Airlines, Inc.
November  9, 2010 Page 2

material assumptions and judgments you ma de in arriving at significant estimates
included in your financial statements and provi de investors with the ability to understand
how differing assumptions and judgments would impact your estimates.  Refer to FR-72.
 Liquidity and Capital Resources, page 75

 Net Cash Flow From (Used In) Investing Activities, page 76

3. We note your response to our prior comment 20 but we do not believe it is adequately
responsive to our comment.  You state that your deferred maintenance costs are long-lived productive assets but you do not provi de any substantiation to support your
position.  In this regard, paragraph 4.76 of  the AICPA Audit and Accounting Guide for
Airlines states that maintenance activities do not represent separately identifiable assets
or property units in and of them selves, rather they serve only  to restore assets to their
original operating condition.  Further, it is impor tant to note that the deferral method of
recognizing maintenance expense, which was permitted but not preferred by AcSEC, is
simply an expense deferral model rather than a capital asset model.  Therefore, we do not
believe that selection of an expense deferral model should re sult in the view that such
maintenance activities are long-lived producti ve assets.  Further, you state that many
participants in the transporta tion industry classify such co sts similarly to you.  However,
based upon a review of the accounting by public  companies listed by you as competitors
in response to our prior comment four, it appear s that the substantial majority (if not all)
of them expense maintenance as incurred a nd classify the related cash outflows as
operating activities.  As these entities are your closest competitor s, we believe that
investors would be best served by providi ng comparability of your cash flows to them
rather than unnamed participants in the broader transportation industry which you say
classify costs “similarly”.  Please reclassify  your statements of cash flows to reflect
maintenance expenditures as operating cash outflows and recl assify your statement of
operations to reflect the amortization of such costs as a component of the maintenance expense caption.
 Notes to Financial Statements, page F-7

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

 Passenger Revenue Recognition, page F-9

4. We note your response to our prior comment 32.  Your accounting policy results in you
recognizing certain revenue earlie r (upon issuance of the credit in  advance of the date of
scheduled travel) than you ot herwise would (upon the schedu led date of travel) even
though the instances in which this occurs are those in which your customers took a
proactive step and paid additional consideration for the express purpose of preventing the value of their tickets from expiring upon the originally scheduled travel date.  Please
explain to us why you believe this is appropriate.  In a ddition, the paragraphs of the

B. Ben Baldanza Spirit Airlines, Inc.
November  9, 2010 Page 3

AICPA Audit and Accounting Guide for Air lines you referenced in support of your
accounting policy do not state that revenue br eakage can be recognized at the date the
travel credit is issued, but rather at the departure date at the ea rliest (and only when
certain conditions are met) and that the reco mmended date for recognition of breakage is
on the date of expiration.  Therefore, we  continue to believe you should revise your
policy for recognition of breakage.  To th e extent you do not re vise your accounting
policy for breakage to recognize such amounts upon expiration of credits, please provide
us with a copy of the company-specific histor ical information that you used to estimate
breakage on travel credits, referred to in your response, for all periods presented in your
filing and revise your accounting policy and ac counting to recognize br eakage for credits
no earlier than the scheduled depa rture date.  Please also revi se your disclosure to address
recognition of the non-break age portion of credits.
 Note 13. Leases, page F-23

5. We note your response to our prior comment 41 regarding your policy for evaluating the
recoverability of non-refundable maintenance reserves paid to  lessors.  In your revised
disclosure, you state that the amount of maintenance reserves that will not be recoverable
through future maintenance events can genera lly be estimated only near the end of the
lease term.  You further state that you expe nse maintenance reserves when you determine
that you will not recover them.  In addition, in your response to our prior comment 17, you state that the amount of the future increas e in maintenance costs is subject to many
variables and, accordingly, you cannot reliably quantify the trend in future maintenance costs for any significant period into the future.

Based on the above, it appears that you expe nse maintenance reserv es only near the end
of the lease term when you conclude it is pr obable that they will not be recovered rather
than making the required, periodic, affirmative conclusion at each bala nce sheet date that
all maintenance reserves are probable of r ecovery and immediatel y writing-off amounts
for which such conclusion cannot be made.

ASC 840-10-25-39A and 35-9A requi re evaluation of whether it is probable that reserves
will be returned (i.e., used for qualifying maintenance) at both lease inception and periodically thereafter.  At lease inception, this requires a comparison of total expected
maintenance reserve payments over the lease term to total expected qualifying maintenance costs over the lease term.  Estim ating total expected maintenance reserve
payments involves estimating total flight hours (or other use measure,  such as landings)
over the lease term, since payments are ba sed on usage.  Estimating total expected
qualifying maintenance costs involves esti mating the total number of qualifying
maintenance events and the cost of such ev ents over the lease term.  These estimates
involve a high degree of judgment and minor  changes in assumptions may have a
material impact on estimates.

B. Ben Baldanza Spirit Airlines, Inc.
November  9, 2010 Page 4

If at lease inception it is determined that th e lease requires excess reserves that are not
expected to be returned, such excess am ounts are not accounted for as maintenance
deposits but rather as lease payments.  Because this portion of the payments is essentially rent, but is not fixed and determinable becau se it is based on use of the aircraft, it is
accounted for as contingent rent (expensed each month as flight hours are incurred).
 Throughout the term of the lease, the lessee must continue to evaluate whether it is
probable that reserves will be refunded for qua lifying maintenance.  If it is not probable
that all reserves will be refunded, the expect ed unused excess amount must be expensed
immediately.  Therefore, we believe you should reasse ss your accounting for maintenance reserve
payments and tell us, based on information av ailable at the time, the extent to which you
were able to conclude that all such capitalized amounts we re probable of recovery for
each interim and annual period beginning in  your fiscal year 2009.  If you could not
conclude all such capitalized amounts were probable of recovery, we believe you should
expense those amounts in the earliest pe riod of evaluation in which you could not
conclude recovery was proba ble.  In addition, you s hould then reconsider your
accounting for remaining future maintenance re serve payments under the associated lease
and bifurcate such payments between the portion that is expected to be returned (deposit
accounting) and that which is not (rent expense).
 After completing your reassessment of your accounting and providing us the results, please also revise your disclosure to conf orm your accounting policy to the applicable
literature and to provide the following:

• State that an evaluation of the recoverability of  non-refundable maintenance
reserves was performed at each balance sheet date;
• State that it is probable that reserves will be returned and used for qualifying
maintenance;
• Disclose actual significant estimates and assumptions involved in
recoverability assessments at lease inception and in subsequent annual
periods; and
• Quantify amount of maintenance deposits  recognized as contingent rent
because they were less than probable of being returned.

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

B. Ben Baldanza Spirit Airlines, Inc. November  9, 2010 Page 5

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

You may contact Patrick Kuhn at (202) 551-3308 or Lynwood Shenk at (202) 551-3305
if you have questions regarding comments on the financial statements and related matters.
Please contact Sonia Bednarowski at (202) 551- 3666 or me at (202) 551-3750 with any other
questions.

Sincerely,

Max A. Webb Assistant Director
cc: Via facsimile: (650) 463-2600
Anthony J. Richmond, Esq.
 Latham & Watkins LLP

October 14, 2010
Mr. B. Ben Baldanza
President and Chief Executive Officer Spirit Airlines, Inc. 2800 Executive Way Miramar, FL 33025
Re: Spirit Airlines, Inc.
Registration Statement on Form S-1 Filed September 17, 2010
  File No. 333-169474

Dear Mr. Baldanza:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Prior to printing and distribution of the preliminary prospectus, please provide us with
mock-ups of any pages that in clude pictures or gr aphics to be pres ented.  Accompanying
captions, if any, should also be provided.  We may have comments after reviewing the materials.
 Summary, page 1

2. Please revise here and throughout to remove marketing language su ch as “experienced
management team,” “nimbly adjust our capac ity and routes,” “substantial experience
operating over water,” “fast growing with strong leisure and VFR demand,” “substantial
expertise,” “Disciplined and Tested Mana gement Team,” “proven market selection
process,” “broad knowledge ,” “clear and simple product offering,” and “strong
profitability .”

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 2

3. In addition, please revise to remove or state as your beliefs statements about your business and plans which are subjective and cannot be measured.  For example, on pages 4 and 86, you state that you “create a busine ss culture of innovati on, adaptive decision-
making and accountability.”  Pl ease provide us with the basis for the beliefs.
 Overview, page 1

4. Please provide support to us for your statem ent that your operating cost structure is
among the lowest in the Americas.

5. Please provide support to us  for your statements on pages 1 and 82 that you consume less
fuel per available seat mile than any other U.S. jet airline operator.

6. Please revise to disclose your net income (l oss) for your most recent audited period and
interim stub.

7. Please revise to disclose at an appropriate place in the summary that your agreement with
your flight attendants became amendable in Au gust 2007 and is currently in negotiation
and that your agreement with your dispatcher s becomes amendable in  July 2012, or tell
us why this information does not belong in the summary.

Our Strategy, page 4

8. Please revise your disclosure on pages 5 and 87 to remove the words “disciplined ramp
up” and “methodical” expansion  or to give better guidan ce about what those phrases
mean and describe how you plan to expa nd your network while reducing the risk of
overextension and undue exposure to market downt urns.  In this regard, we note that in
2008 you reduced your capacity in response to hi gh fuel prices and a decrease in demand
for air transportation due to an economic recession.
 Our History, page 6

9. Please remove sentences three to five from th e third paragraph of this section from the
summary.  You are offering shares of Sp irit Airlines, not interests in Indigo.

Summary Historical Financial and Operating Data, page 12

10. As proceeds of the offering will be used to repay certain indebtedness, please provide pro
forma earnings per share data (basic and dilute d) giving effect solely  to the payment of
debt with proceeds of the shares used for this purpose.  Please present this pro forma data
for the most recent fiscal year and interim peri od.  In addition, please also provide a note
that explains the basis of the computation of this pro forma information including how
much debt will be repaid, the amount of shares  with its estimated IPO price used for this

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 3

purpose, and the related pro forma weighted average shares outstanding.  Please revise
accordingly.

Risk Factors, page 18

11. Please revise the introductory paragraph to th is section to remove references to unknown
and immaterial risks.  All material risks s hould be described.  If risks are not deemed
material, they should not be referenced.

12. Refer to the first full risk f actor on page 30.  Please revise to name the sole supplier.

13. Please add a risk factor that your growth mi ght stimulate competitors in the ULCC field
who have access to a cheaper source of funds.
 Use of Proceeds, page 41

14. Please quantify the anticipated uses of the $150 million of proceeds which you will
retain, if possible.
 Management’s Discussion and Analysis, page 56

Overview, page 56

15. We note your disclosure in the first paragraph that you have been profitable in each of the
last three full years.  Please also disclose that you had a net loss for the six months ended
June 30, 2010.

Our Operating Revenues, page 57

16. Please disclose how you generate revenues from the acquisition and ongoing use of the
FREE SPIRIT credit cards.

Trends and Uncertainties Aff ecting our Business, page 60

Maintenance, page 61

17. Please revise to include trend informati on which quantifies the amount or range of
amounts of the expected increase in ma intenance expense as your fleet ages.
 Critical Accounting Policies and Estimates, page 61

18. Your disclosures here do not provide investors with any of the actual material
assumptions and judgments you made in arriving  at significant estimates included in your
financial statements, nor do they provide i nvestors with the abili ty to understand how

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 4

differing assumptions and judgments would impa ct your estimates.  For example, with
regard to your disclosure on maintenance reserves, it appears th e significant judgment
and uncertainty is the recove rability of amounts paid to lessors through future qualifying
maintenance activities.  However, your disc losure does not address how you made such
judgment or the key assumptions involved.  Please revise your critical accounting
policies to disclose the actual assumptions  and judgments, how those assumptions and
judgments have in the past or may in the fu ture change, and what effects any of those
changes may have on your financial statements.  In addition, as critical accounting estimates and assumptions are based on matters  that are highly uncer tain please also
analyze their specific sensitivity  to change with qualitative  and quantitative information,
as reasonably available.  Disclosure in this part of your filing should not simply repeat policy disclosure contained in the notes to your financial statements.  Refer to FR-72.
 Liquidity and Capital Resources, page 75

 Net Cash Flow From (Used In) Operating Activities, page 76

19. Please enhance your operating cash flow di sclosure by providing a more detailed
discussion and analysis of the material factors that impact the comparability of operating cash flows between comparative periods in terms of cash.  Your current discussion
includes factors that are record ed on an accrual basis and is not in terms of cash.  As you
use the indirect method, merely reciting change s in line items reported in the statement of
cash flows is not sufficient.  Refer to Section IV.B of FR-72 for guidance.

Net Cash Flow From (Used In) Investing Activities, page 76

20. We note from your disclosure on page 76 th at you classify expenditures for certain
engine repairs as investing cash outflows.   We also note from your maintenance
accounting policy on page F-10 that you acc ount for heavy maintenance under the
deferral method and present the amortization of  such deferred costs as a component of
depreciation and amortization in your statement of operations .  We believe expenditures
for engine maintenance are not an investme nt and should be presented in the operating
activities section of your stat ements of cash flows.  We note that overhaul costs are
normal recurring operating costs, rather than investment decisions or expenditures that significantly extend the life of the related asset beyond its current estim ated useful life.
In addition, although you defer the engine repair expenditures when incurred and
amortize them until the next planned overhaul, most other airlines expense these costs as
incurred and the treatment in the cash flow statement should not differ based on the accounting method chosen to account for such ex penditures.  Accordingly, please revise
your statements of cash flows to reflect engine repair payments as operating cash
outflows.  Also, your current treatment of these costs as depreciation, rather than
maintenance expense, results in presenta tion of a caption for maintenance expense on
your statement of operations which does not in clude all maintenance expense.  Therefore,

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 5

please revise your statements of  operations to reflect the am ortization of such costs as a
component of the maintenance expense caption.

Business, page 83

Our Business Model, page 83

21. Please revise the first sentence of this sect ion to remove the phrase “other successful”
unless the companies named will be offering guarantees for your securities.  Also we suggest removing the word “profitable” from th e last sentence in the first paragraph since
it suggests that you will always be profitable, something you do not know.

22. Please provide us with  support for your disclosure on page  84 that you offer the lowest
fares in your markets.

Competition, page 90

23. Please revise to remove the fourth paragr aph.  It attributes motivations to your
competitors which you cannot verify.

Marketing, page 91

24. Please advise as to whether the report on the Internet traffic on your website by
alexa.com is available for free or at a nominal cost.  If not, please file a consent as an
exhibit to your registration statement.   Refer to Rule 436 of Regulation C.
 Customer Service, page 93

25. We note your disclosure on page 93 that you believe excellent customer service
strengthens customer loyalty and attracts ne w customers and that you proactively aim to
improve your operations to improve customer  service.  We also note that you were
assessed a civil penalty for your procedures for bumping passengers from oversold flights
and your handling of lost or damaged baggage in 2009.  To the extent that these procedures are related to or affect customer  service, please disclose your violations of
DOT rules in this section.
 Government Regulation, page 97

International Regulation, page 97

26. We note your disclosure on page 2 that several countries in your targ eted growth markets
have historically restricted air travel comp etition and your disclosure on page 90 that the
decisions of your competitors to approve allian ces with flights into the restrictive markets

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 6

that you serve in the Americas could have an anti-competitive effect.  To the extent such
restrictions have a material  effect on your business, pleas e discuss in this section.
 Executive Compensation, page 108

27. We note that you have not included any disclosure in response to Item 402(s) of Regulation
S-K. Please advise us of the basis for your conclusion that disclosure is not necessary and
describe the process you undertook to reach that conclusion.

28. We note your disclosure on page 109 that you do not engage in “formal benchmarking,”
yet you state that your compensation levels should be competitive and that to determine
base salaries you consider factors such as “i nformal data [you] have gathered on market
compensation reflective of demonstrated skills,  behaviors, and attr ibutes paid by other
similarly situated companies in your industry for similar positions.”  Please revise this
apparent discrepancy and disclose the comp anies you have identified as being similarly
situated in your industry.  Please also di sclose the degree to which your compensation
committee considered such companies comparable to you.  Refer to Item 402(b)(2)(xiv) of
Regulation S-K.

Financial Statements, page F-1

Statements of Cash Flows, page F-5

29. It appears that certain of your debt obligations allow for the deferral of interest payments,
which is typically referred to as payment in kind (PIK). We note from your statements of
cash flows that you appropriately classify the deferral of interest (issuance of PIK debt)
as a non-cash adjustment to reconcile net in come (loss) to operating cash flows. Given
that the PIK obligations are, in substance, accruals for interest in curred but not yet paid,
please confirm to us that you plan to classify subsequent payments of deferred interest as
operating cash outflows. Refer to ASC 230- 10-45-17d and 28a for guidance. In addition,
to more plainly describe the non-cash adjust ing item, please consider captioning it as
“interest incurred but not paid” or similar.  Also, please revise your footnotes to describe
the terms of the payment in kind provisions  and the debt obligations to which they
pertain.

Notes to Financial Statements, page F-7

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

Property and Equipment, page F-8

30. You state the estimated useful life of flight equipment is th e average remaining lease life
of the aircraft to which applicab le.  If correct, please revise to  state that the useful life is
the lesser of the useful life of  the equipment or the remaining lease life of the aircraft to
which applicable.

B. Ben Baldanza Spirit Airlines, Inc.
October 14, 2010 Page 7

31. In accordance with the guidance in footnot e 68 of SAB 104 (SAB Topic 13), gains and
losses from the disposal of assets should be  reported separately within operating income
(loss) in the statement of operations.  Please revise accordingly.
 Passenger Revenue Recognition, page F-9

32. You state that the amount of travel credits expected to expi re is recognized as revenue
upon issuance of the credit.  Please tell us your basis in the accounting literature for your
policy and why you do not recognize this br eakage upon the date of expiration of the
credit.  In the alternative, please revise your accounting pol icy for breakage to recognize
such amounts upon expiration of credits.

Frequent Flier Program, page F-9

33. Please tell us and revise your policy to disclo se whether your liability for mileage credits
accumulated by customers through the purchase of travel includes miles in participants’
accounts who have not yet reached minimum le vels of mileage credits necessary for
awards.  We believe that estimated costs attri butable to partially earned rewards that are
expected to become fully earned and redeemed  should be accrued as the awards are being
earned, rather than upon b ecoming “fully” earned.

34. Please describe the types of costs included in the incremental cost of providing free travel.

35. Please revise to also disclose the portion of  each period’s miles sales that are recognized
immediately in non-ticket revenue at the time of sale.

36. Please expand your accounting policy to explain in  greater detail the criteria you use to
determine the amounts allocated to the transp ortation component that is deferred and the
excess of funds received that  is recognized immediately in non-ticket revenue.  In
addition, please disclose why you receive funds in excess of the estimated fair value of the transportation to be provided and why you be lieve the earnings process is complete.
 Non-ticket Revenue Recognition, page F-10

37. Please describe in plain Englis h “distribution channel fees” a nd “passenger usage fee” or
d