SecProbe.io

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 May 13, 2025 VIA
EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Attn:
 Kate Beukenkamp

 Re:
 Willis Lease Finance Corporation
 Registration Statement on Form S-3
 Filed May 6, 2025
 File No. 333-286998
 REQUEST FOR ACCELERATION OF EFFECTIVENESS
 Acceleration Request Requested
Date:   May 15, 2025 Requested Time:  4:01 p.m. Eastern Time
 Ladies and Gentlemen: Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Willis Lease Finance Corporation (the “ Company ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) take
appropriate action to declare the Company’s Registration Statement on Form S - 3 (File No. 333-286998) effective at the “Requested Date” and “Requested Time” set forth above
or as soon thereafter as practicable. The Company hereby authorizes Albert Vanderlaan, who is an attorney with the Company’s outside
legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration. The Company
requests that it be notified of such effectiveness by a telephone call to Mr. Vanderlaan at (617) 880-2219.
 [Signature page follows]
 4700 Lyons Technology Parkway | Coconut Creek, Florida 33073 USA
 +1 561.349.9989 | www.wlfc.global

 Sincerely,
 WILLIS LEASE FINANCE CORPORATION

 By:

 /s/ Z. Clifton Dameron IV

 Name: Z. Clifton Dameron IV

 Title: Senior Vice President

 cc:
 Scott Flaherty, Willis Lease Finance Corporation
 Ellen Ehrenpreis, Esq., Orrick, Herrington & Sutcliffe LLP
 Albert Vanderlaan, Esq., Orrick, Herrington & Sutcliffe LLP
 4700 Lyons Technology Parkway | Coconut Creek, Florida 33073 USA
 +1 561.349.9989 | www.wlfc.global

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 12, 2025

Austin C. Willis
Chief Executive Officer
WILLIS LEASE FINANCE CORP
4700 Lyons Technology Parkway
Coconut Creek, FL 33073

 Re: WILLIS LEASE FINANCE CORP
 Registration Statement on Form S-3
 Filed May 6, 2025
 File No. 333-286998
Dear Austin C. Willis:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Ellen Ehrenpreis
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
December 20, 2023
Scott B. Flaherty
Chief Financial Officer
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, FL 33073
Re:Willis Lease Finance Corporation
Form 10-K for Fiscal Year December 31, 2022
File No. 001-15369
Dear Scott B. Flaherty:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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December 18, 2023

Via EDGAR

Mr. Stephen Kim

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Re:    Willis Lease Finance Corporation

          Form 10-K for the Fiscal Year December 31, 2022

          File No. 001-15369

Ladies and Gentlemen:

We, Willis Lease Finance Corporation (the "Company"), are responding to the comments of the Staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the letter dated November 15, 2023. For ease of reference, the numbered paragraph below corresponds to the numbered comment in the letter. The Company's response to the Staff's comment follows immediately after the text of its comment.

Form 10-K for Fiscal Year December 31, 2022

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

Financial Position, Liquidity and Capital Resources

Cash Flows Discussion, page 30

1.Cash flows provided by operating activities increased from $90.7 million in fiscal 2021 to $144.4 million in fiscal 2022, and in the Form 10-Q for the interim period ended September 30, 2023 increased from $82.6 million in fiscal 2022 to $169.0 million in fiscal 2023. Please provide a comparative analysis of material changes in operating cash flows for all annual and interim periods presented. Refer to Item 303(b) of Regulation SK, the introductory paragraph of section IV.B and B.1 of Release No. 33-8350 for guidance, and section 501.04 of our Codification of Financial Reporting Releases regarding quantification of variance factors cited.

Response:

In response to the Staff’s comment, the Company will enhance its disclosure in future filings, beginning with the Company’s Annual Report on Form 10-K for the year ending December 31, 2023, as appropriate, to include additional discussion of both the material factors affecting operating cash flows and the reasons underlying these factors. The Company’s disclosure will be consistent with the example presented below, which includes additions to the original disclosure included in the Form 10-K that was reviewed by the Staff, with additional language in brackets and italics:

Form 10-K for Fiscal Year December 31, 2022

Cash flows provided by operating activities were $144.4 million and $90.7 million in the years ended December 31, 2022 and 2021, respectively. [The $53.7 million, or 59.3%, increase in operating cash flow was driven by a 20.6% increase in lease rent revenue and a 55.1% increase in spare parts and equipment sales, reflecting growth in the size of the lease portfolio along with continued improvements in demand and rates in the post-COVID environment. Additionally, the recovery in global travel influenced the financial health of lessee customers, driving $8.0 million of incremental operating cash flows associated with receivables as collections improved and $6.4 million of improved inventory cash flows as demand for surplus parts increased. Changes in maintenance reserves also contributed to a $20.0 million increase in year over year operating cash flows as improved market conditions limited asset returns, reducing the return or forfeiture of maintenance reserves.]

4700 Lyons Technology Parkway | Coconut Creek, Florida 33073 USA

+1 561.349.9989 | www.wlfc.global

Cash flows from operations are driven significantly by payments made under our lease agreements, which comprise lease revenue, security deposits and maintenance reserves, and are offset by interest expense and general and administrative costs. Cash received as maintenance reserve payments for some of our engines on lease are partially restricted by our debt arrangements. The lease revenue stream, in the short term, is at fixed rates while a portion of our debt is at variable rates. If interest rates increase, it is unlikely we could increase lease rates in the short term and this would cause a reduction in our earnings and operating cash flows. Revenue and maintenance reserves are also affected by the amount of equipment off lease. Approximately 80% and 82%, by book value, of our assets were on-lease as of December 31, 2022 and 2021, respectively. The average utilization rate for the years ended December 31, 2022 and 2021 was approximately 82% and 81%, respectively. If there is an increase in off-lease rates or deterioration in lease rates that are not offset by reductions in interest rates, there will be a negative impact on earnings and cash flows from operations.

Form 10-Q for Interim Period September 30, 2023

Cash flows provided by operating activities were $169.0 million and $82.6 million for the nine months ended September 30, 2023 and 2022, respectively. [The $86.4 million, or 104.6%, increase in operating cash flow was driven by a 41.0% increase in lease rent revenue and a 62.3% increase in maintenance reserve revenue, reflecting growth in the size and utilization of the lease portfolio along with increased levels of usage fees resulting from high levels of travel and supply chain constraints. Additionally, the continued recovery in global travel influenced the financial health of lessee customers, driving $6.5 million of incremental operating cash flows associated with receivables as collections improved. Changes in maintenance reserves contributed to a $26.4 million increase in period over period operating cash flows as lessees took more assets on lease with increased utilization. Changes in unearned revenue contributed to a $17.6 million difference in period over period operating cash flows reflecting deferral of in-substance fixed payment use fees. Partially offsetting these increases in operating cash flows was a period over period decline in cash flows from changes in inventory, resulting from the lower spare parts sales in the current year period.]

Cash flows from operations are driven significantly by payments made under our lease agreements, which comprise lease revenue, security deposits and maintenance reserves, and are offset by interest expense and general and administrative costs. Cash received as maintenance reserve payments for some of our engines on lease are partially restricted by our debt arrangements. The lease revenue stream, in the short-term, is at fixed rates while a portion of our debt is at variable rates. If interest rates increase, it is unlikely we could increase lease rates in the short term and this would cause a reduction in our earnings and operating cash flows. Revenue and maintenance reserves are also affected by the amount of equipment off lease. Approximately 84% and 80%, by book value, of our assets were on-lease as of September 30, 2023 and December 31, 2022, respectively. The average utilization rate (based on net book value) for the nine months ended September 30, 2023 and 2022 was approximately 85% and 82%, respectively. If there is an increase in off-lease rates or deterioration in lease rates that are not offset by reductions in interest rates, there will be a negative impact on earnings and cash flows from operations.

* * *

If you have any questions or further comments, please do not hesitate to contact me at (561) 349-9989.

Sincerely,

Willis Lease Finance Corporation

By: /s/ Scott B. Flaherty

Scott B. Flaherty

Executive Vice President and Chief Financial Officer

cc:

Dean Poulakidas, Executive Vice President and General Counsel

Albert W. Vanderlaan, Orrick, Herrington & Sutcliffe LLP

4700 Lyons Technology Parkway | Coconut Creek, Florida 33073 USA

+1 561.349.9989 | www.wlfc.global

United States securities and exchange commission logo
November 15, 2023
Scott B. Flaherty
Chief Financial Officer
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, FL 33073
Re:Willis Lease Finance Corporation
Form 10-K for Fiscal Year December 31, 2022
File No. 001-15369
Dear Scott B. Flaherty:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Financial Position, Liquidity and Capital Resources
Cash Flows Discussion, page 30
1.Cash flows provided by operating activities increased from $90.7 million in fiscal 2021 to
$144.4 million in fiscal 2022, and in the Form 10-Q for the interim period ended
September 30, 2023 increased from $82.6 million in fiscal 2022 to $169.0 million in fiscal
2023.  Please provide a comparative analysis of material changes in operating cash
flows for all annual and interim periods presented.  Refer to Item 303(b) of Regulation S-
K, the introductory paragraph of section IV.B and B.1 of Release No. 33-8350 for
guidance, and section 501.04 of our Codification of Financial Reporting Releases
regarding quantification of variance factors cited.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameScott B. Flaherty
 Comapany NameWillis Lease Finance Corporation
 November 15, 2023 Page 2
 FirstName LastName
Scott B. Flaherty
Willis Lease Finance Corporation
November 15, 2023
Page 2
            Please contact Stephen Kim at 202-551-3291 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
November 24, 2020
Scott Flaherty
Chief Financial Officer
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, FL 33073
Re:Willis Lease Finance Corporation
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 12, 2020
File No. 001-15369
Dear Mr. Flaherty:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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November 19, 2020

Via EDGAR

Mr. Robert Shapiro

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Re:     Willis Lease Finance Corporation

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

Filed March 12, 2020

Form 10-Q for the Fiscal Quarter Ended September 30, 2020

Filed November 4, 2020

File No. 001-15369

Ladies and Gentlemen:

We, Willis Lease Finance Corporation (the “Company”), are responding to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the letter dated November 10, 2020.  For ease of reference, the numbered paragraphs below correspond to the numbered comments of the letter, with the Staff’s comments in bold italics.  The Company’s response to the Staff’s comments follows immediately after the text of its comments.

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

Business

Engine Leasing, page 5

1.Please revise here or in MD&A to disclose typical provisions of your leases, such as lease terms and the basis for payment (e.g., monthly, weekly, usage-based, etc.), and to provide an indication of the extent to which your leases are long-term and short-term. Specific to lease rent revenue (i.e., disregarding maintenance reserve revenue), please tell us whether any rents are based on usage or impacted by required utilization rates or operating performance.

Response:

As requested, the Company will add the following description to the Business section of future filings:

“The Company enters into both long-term and short-term leases which typically provide for monthly payment. Long-term leases typically have original lease terms in excess of one year. Characteristics of a long-term lease also include specified return conditions. Return conditions can be met by the customer through a maintenance overhaul in advance of asset return or a cash settlement at lease end resulting in maintenance revenue at that time. Maintenance reserves are often used for payment of maintenance overhauls in advance of asset returns. The cash settlement may, in some instances, be taken from maintenance reserves paid throughout the course of the lease. Short-term leases typically have an original lease term of less than one year. Short-term leases also include non-refundable, usage-based maintenance fees, which are billed at contractual rates and recognized as revenue over the term of the leases. Payment terms of the Company’s leases are predominately monthly in advance for rent and in arrears for usage. As

of December 31, 2020 and 2019, X% and 36% of the Company’s leases respectively, were short-term leases.”

The Company supplementally advises the Staff that a small portion of its leases, representing approximately 1% of lease rent revenue for 2019, include rent charges which adjust based upon asset usage and may be billed at a daily rate.

Notes to Consolidated Financial Statements

Note 3. Revenue from Contracts with Customers, page 54

2.Please revise to disaggregate lease rent revenue and maintenance reserve revenue for consistency with the presentation on the face of the statements of income.

Response:

As requested, the Company will disaggregate the line entitled “Leasing revenue” to show Lease rent revenue and Maintenance reserve revenue in future filings.

Note 4. Equipment Held for Operating Leases, page 55

3.We note your disclosure on page 47 of the description of the methods used in computing depreciation with respect to major classes of depreciable assets comprising equipment held for operating lease. Please disclose balances and accumulated depreciation of major classes of equipment held for operating lease at the balance sheet date. Refer to ASC 842-30-50-13 and ASC 360-10-50-1.

Response:

As requested, in future filings, the Company will disclose balances and accumulated depreciation of the following three classes held for operating lease at the balance sheet date: engines and related equipment; aircraft and airframes; and marine vessel.

Form 10-Q for Fiscal Quarter Ended September 30, 2020

Noted to Condensed Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

c) Risks and Uncertainties, page 10

4.You disclose the granting of rent concessions to customers, which provide lessees with payment deferral options or reduced rent. We note your disclosure that the rent concessions with reduced rent qualify for the COVID-19 practical expedient to account for the rent concessions outside of the modification framework. Please tell us how you account for these rent lease concessions, with specific consideration given to concessions resulting in payment deferrals. Please also disclose the manner or pattern in which the effect is being recognized in earnings as well as the impact on specific financial statement line items.

Response:

The Company respectfully advises the Staff that lease concessions which result in revised cash flows that are substantially the same or less than the original lease agreements and reduced rental payments are accounted for as negative variable rent in accordance with the COVID-19 practical expedient. As disclosed in the Form 10-Q for fiscal quarter ended September 30, 2020, the impact of these concessions was $2.1 million and $5.2 million for the three and nine months ended September 30, 2020, respectively.

The Company further advises the Staff that there is no impact on the timing of revenue recognition for rent concessions that result in short term payment deferrals. In light of the Staff’s comment, the Company will add clarifying disclosure about the impact of deferrals on revenue recognition in future filings. The Company also supplementally advises the Staff that, as of September 30, 2020, the payment terms on deferral concessions resulted in a $1.8 million increase in its net receivable balance, which the Company believes to be immaterial.

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

Results of Operations

Lease Rent Revenue, page 24

5.We note lease rent revenue decreased by $27.6 million, or 19.4%, in the nine months ended September 30, 2020 primarily due to lower utilization and rent concessions. We note rent concessions totaled $5.2 million. Please revise to explain the extent to which the impact from concessions is due to concessions in the form of (1) reduced rent or (2) deferred payments accounted for as variable lease payments (which result in lower lease revenue now and higher lease revenue in the future). Please also disclose the expected impact from these and future concessions on your results of operations, cash flows, and liquidity.

Response:

As requested, the Company will include the amount and source (i.e., reduced rent) of rent concessions in the discussion of Lease Rent Revenue included in the MD&A in future filings. The Company did not have rent concessions in the form of deferred payments that are accounted for as variable lease payments.

Additionally, in future filings, the Company will add the following sentence to the COVID-19 disclosure that appears in the Liquidity section of the MD&A: “The impact of the COVID-19 pandemic on the global business environment has caused and could result in additional customer bankruptcies, early lease returns, payment defaults, or future rental concessions which could reduce rent or defer customer payments, negatively impacting our financial results.”

Critical Accounting Policies and Estimates, page 24

6.We note your disclosure that there have been no material changes to your critical accounting policies and estimates from the information provided in your 2019 Form 10-K. We also note disclosure regarding the impact Covid-19 has had on your business, including your statement that dramatically lower demand for air travel presents significant risks to you. Based on this and the reduction in lease rent and maintenance reserve revenue that has resulted from Covid-19, it is not clear why there have been no material changes to your critical accounting estimates, particularly with regarding to impairment testing assumptions resulting from any changes in expected use of equipment held for operating lease. Please advise.

To the extent there have been material changes in estimates (e.g., under recoverability tests or measurement tests), please revise to provide appropriate disclosure, which may include key assumptions used and how the key assumptions were determined, the degree of uncertainty associated with the key assumptions, and a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Response:

The Company respectfully advises the Staff that there have been no material changes to its critical accounting estimates, including in the impairment testing assumptions resulting from any changes in expected use of equipment held for operating lease. Under ASC 360-10-35-21, management identified the COVID-19 pandemic and its impact on the aviation industry as an indicator of potential impairment. Management considers a number of different factors when determining the current fair value of the Company’s equipment, including market data prepared by third parties, with management taking ultimate responsibility for valuing the equipment. In addition to gross cash flow recoverability inputs, such as asset specific conditions, existing leases, expected future rental rates, and asset residual values, management considers market data for each asset type. The assets in the Company’s portfolio primarily consist of noise-compliant Stage IV commercial jet engines, which may be used on one or more aircraft types over several decades and are the most widely-used engine types in the world. For those asset types where a reduction in value has been observed, such data was taken into account in the quarterly interim impairment analysis performed during 2020. The Company supplementally advises the Staff that the quarterly interim impairment analysis resulted in $0.5 million of additional impairment in the nine months ended September 30, 2020 for two engines having net book values in excess of their respective fair values.

Financial Position, Liquidity and Capital Resources

Contractual Obligations and Commitments, page 30

7.Please tell us and disclose the expected or potential impact of COVID-19 and the delays in the Federal Aviation Administration (FAA) recertification of the Boeing 737 Max jet being returned to service on your commitment to purchase 17 LEAP-1B engines. In this regard, we note disclosure in your 2019 Form 10-K that certain purchase obligations are subject to escalation based on the closing date of each transaction. We also note your disclosure that purchase agreements generally contain terms that allow the Company to defer or cancel purchase commitments in certain situations. Please disclose whether deferrals or cancellations would result in increased costs or cancellation penalties.

Response:

The Company has purchased three new LEAP-1B engines as of September 30, 2020 and is currently committed to purchasing 17 additional new LEAP-1B engines, subject to its right to convert certain of the LEAP-1B engines to LEAP-1A engines under certain circumstances. Our purchase agreements generally contain terms that allow the Company to defer or cancel purchase commitments in certain situations. These deferrals or conversions would not result in penalties or increased costs other than any potential increase due to the normal year-over-year change in engine list prices, which is akin to ordinary inflation. The Company continues to expect demand for LEAP-1B engines to increase as the 737 Max is re-certified and aircraft (and their installed engines) that have been parked and in storage for more than one year begin the technical process of returning to service.

Additionally, in future filings, the Company will add the requested clarifying language to its disclosure of Contractual Obligations and Commitments in the MD&A.

* * *

If you have any questions or further comments, please do not hesitate to contact me at (561) 349-9989.

Sincerely,

Willis Lease Finance Corporation

By:  /s/ Scott B. Flaherty

Scott B. Flaherty

Senior Vice President and Chief Financial Officer

Willis Lease Finance Corporation

cc:

William Schinas, KPMG LLP

Dean Poulakidas, Senior Vice President and General Counsel

William L. Hughes, Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
November 10, 2020
Scott Flaherty
Chief Financial Officer
Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, FL 33073
Re:Willis Lease Finance Corporation
Form 10-K for the Fiscal Year Ended December 31, 2019
Filed March 12, 2020
Form 10-Q for the Fiscal Quarter Ended September 30, 2020
Filed November 4, 2020
File No. 001-15369
Dear Mr. Flaherty:
            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 10-K for Fiscal Year Ended December 31, 2019
Business
Engine Leasing, page 5
1.Please revise here or in MD&A to disclose typical provisions of your leases, such as lease
terms and the basis for payment (e.g., monthly, weekly, usage-based, etc.), and to provide
an indication of the extent to which your leases are long-term and short-term.  Specific to
lease rent revenue (i.e., disregarding maintenance reserve revenue), please tell us whether
any rents are based on usage or impacted by required utilization rates or operating
performance.

 FirstName LastNameScott Flaherty
 Comapany NameWillis Lease Finance Corporation
 November 10, 2020 Page 2
 FirstName LastNameScott Flaherty
Willis Lease Finance Corporation
November 10, 2020
Page 2
Notes to Consolidated Financial Statements
Note 3. Revenue from Contracts with Customers, page 54
2.Please revise to disaggregate lease rent revenue and maintenance reserve revenue for
consistency with the presentation on the face of the statements of income.
Note 4. Equipment Held for Operating Leases, page 55
3.We note your disclosure on page 47 of the description of the methods used in computing
depreciation with respect to major classes of depreciable assets comprising equipment
held for operating lease.  Please disclose balances and accumulated depreciation of major
classes of equipment held for operating lease at the balance sheet date.  Refer to ASC 842-
30-50-13 and ASC 360-10-50-1.
Form 10-Q for Fiscal Quarter Ended September 30, 2020
Noted to Condensed Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
c) Risks and Uncertainties, page 10
4.You disclose the granting of rent concessions to customers, which provide lessees with
payment deferral options or reduced rent.  We note your disclosure that the rent
concessions with reduced rent qualify for the COVID-19 practical expedient to account
for the rent concessions outside of the modification framework.  Please tell us how
you account for these rent lease concessions, with specific consideration given to
concessions resulting in payment deferrals.  Please also disclose the manner or pattern in
which the effect is being recognized in earnings as well as the impact on specific financial
statement line items.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Lease Rent Revenue, page 24
5.We note lease rent revenue decreased by $27.6 million, or 19.4%, in the nine months
ended September 30, 2020 primarily due to lower utilization and rent concessions.  We
note rent concessions totaled $5.2 million.  Please revise to explain the extent to which
the impact from concessions is due to concessions in the form of (1) reduced rent or (2)
deferred payments accounted for as variable lease payments (which result in lower lease
revenue now and higher lease revenue in the future).

Please also disclose the expected impact from these and future concessions on your results
of operations, cash flows, and liquidity.
Critical Accounting Policies and Estimates, page 24
6.We note your disclosure that there have been no material changes to your critical

 FirstName LastNameScott Flaherty
 Comapany NameWillis Lease Finance Corporation
 November 10, 2020 Page 3
 FirstName LastName
Scott Flaherty
Willis Lease Finance Corporation
November 10, 2020
Page 3
accounting policies and estimates from the information provided in your 2019 Form 10-
K.  We also note disclosure regarding the impact Covid-19 has had on your business,
including your statement that dramatically lower demand for air travel presents significant
risks to you.  Based on this and the reduction in lease rent and maintenance reserve
revenue that has resulted from Covid-19, it is not clear why there have been no material
changes to your critical accounting estimates, particularly with regarding to impairment
testing assumptions resulting from any changes in expected use of equipment held for
operating lease.  Please advise.

To the extent there have been material changes in estimates (e.g., under recoverability
tests or measurement tests), please revise to provide appropriate disclosure, which may
include key assumptions used and how the key assumptions were determined, the degree
of uncertainty associated with the key assumptions, and a description of potential events
and/or changes in circumstances that could reasonably be expected to negatively affect the
key assumptions.
Financial Position, Liquidity and Capital Resources
Contractual Obligations and Commitments, page 30
7.Please tell us and disclose the expected or potential impact of COVID-19 and the delays in
the Federal Aviation Administration (FAA) recertification of the Boeing 737 Max jet
being returned to service on your commitment to purchase 17 LEAP-1B engines. In this
regard, we note disclosure in your 2019 Form 10-K that certain purchase obligations are
subject to escalation based on the closing date of each transaction. We also note your
disclosure that purchase agreements generally contain terms that allow the Company to
defer or cancel purchase commitments in certain situations.  Please disclose whether
deferrals or cancelations would result in increased costs or cancellation penalties.
            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 Robert Shapiro at (202) 551-3273 or Lyn Shenk at (202) 551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 4631

January 2, 2018

Via E -mail
Mr. Scott B. Flaherty
Chief Financial Officer
Willis Lease Finance Corporation
773 San Marin Drive, Suite 2215
Novato, CA  94998

Re: Willis Lease Finance Corporation
 Form 10 -K for the Fiscal Year Ended December 31, 2016
 Filed March 16, 2017
 File No. 1 -15369

Dear Mr. Flaherty :

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

Sincerely,

/s/ W. John Cash

W. John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

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						773 San Marin Drive, Ste. 2215
Novato, CA 94998
(415) 408-4700 Phone
(415) 408-4701 Fax
www.willislease.com

			December 27, 2017

			Mr. John Cash
Accounting Branch Chief
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549-7010

						RE:

						Willis Lease Finance Corporation
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed March 16, 2017
Comment Letter Dated December 15, 2017
File No. 1-15369

			Dear Mr. Cash:

			We, Willis Lease Finance Corporation (“Willis” or the “Company”), are responding to your letter dated December 15, 2017.  For ease of reference, the numbered paragraphs below correspond to the numbered comments of your letter, with your comments in bold italics.

			Form 10-K for the period Ended December 31, 2016

			Critical Accounting Policies and Estimates, page 28
Asset Valuation, page 28

			1.We note that you “rely on leading accredited third-party appraisers for independent appraisals of current fair value.” Please tell us the nature and extent of their involvement in determining fair value of your aircraft engines and related equipment. To the extent that you discuss third party appraisers and your disclosure elevates their participation to that of an expert you relied upon, you should name the appraiser and file a consent since your Form 10-K is incorporated by reference into your previously filed Form S-8. Refer to Item 601(B)(23) of Regulation S-K.

			Response:

			While the Company takes into account the independent appraisals obtained from third-party appraisers, such appraisals are only one factor taken into account by the Company’s management.  As indicated in the Company’s current disclosure, management takes into account a number of different factors when determining the current fair value of the Company’s equipment, and management ultimately takes full responsibility for valuing the equipment.   To avoid confusion and to address the Staff’s comment, the Company will remove references to reliance on third-party appraisers in future filings.

			* * *

			Mr. John Cash
United States Securities and Exchange Commission
December 27, 2017
Page 2 of 2

			As you requested, this letter constitutes a statement by the Company acknowledging that:

				 ·

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

				 ·

			Staff comments or changes to disclosure in response to staff comments do not foreclose the Securities Exchange Commission (the “Commission”) from taking any action with respect to the filing; and

				 ·

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

			We believe that the foregoing is responsive to your comments.  If you have any questions or further comments, please do not hesitate to contact me at (415) 408-4714.

						Sincerely,

						Willis Lease Finance Corporation

						By:

						Scott B. Flaherty

						Senior Vice President and Chief Financial Officer

						Willis Lease Finance Corporation

Mail Stop 4631

December 15, 2017

Via E -mail
Mr. Scott B. Flaherty
Chief Financial Officer
Willis Lease Finance Corporation
773 San Marin Drive, Suite 2215
Novato , CA  94998

Re: Willis Lease Finance Corporation
 Form 10 -K for the Fiscal Year Ended  December 31, 20 16
 Filed March 16, 2017
 File No. 1-15369

Dear Mr. Flaherty :

We have reviewed your filing and have the following comment.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

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

After reviewing your response and any amendment you may file in response to th is
comment, we  may have additional comments.

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

Critical Accounting Policies and Estimates, page 28
Asset Valuation, page 28

1. We note that you “rely on leading accredited third -party appraisers for independent
appraisals of current fair value.”  Please tell us the nature and extent of their involvement
in determining fair value of your aircraft engines and related equipment.  To the extent
that you discuss third party appraisers and your disclosure elevates their participation to
that of an expert you relied upon, you shoul d name the appraiser and file a consent since
your Form 10 -K is incorporated by reference into your previously filed Form S -8.  Refer
to Item 601(B)(23) of Regulation S -K.

Mr. Scott B. Flaherty
Willis Lease Finance Corporation
December 15, 2017
Page 2

 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 a bsence of
action by the staff.

You may contact Dale Welcome at (202) 551 -3865 or Jeanne Baker at (202) 551 -3691
with any questions.

Sincerely,

 /s/ W. John Cash

W. John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

September 14 , 2015

Mail Stop 4631

Via Email
Mr. Brad S. Forsyth
Chief Financial Officer
Willis Lease Finance Corporation
773 San Marin Drive, Suite 2215
Novato, CA.  94998

Re: Willis Lease Finance Corporation
Form 10 -K for Fiscal Year  Ended December 31 , 2014
Filed March  16, 2015
File No. 1-15369

Dear Mr. Forsyth :

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

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

September 11, 2015

Mr. John Cash

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

RE:                           Willis Lease Finance Corporation

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

Filed March 16, 2015

Response Dated August 13, 2015

File No. 1-15369

Dear Mr. Cash:

We, Willis Lease Finance Corporation (“Willis” or the “Company”), are responding to your letter dated September 3, 2015.  For ease of reference, the numbered paragraphs below correspond to the numbered comments of your letter, with your comments in bold italics.

Form 10-K for the period Ended December 31, 2014

Note 1 – Organization & Summary of Significant Accounting Policies, page 52

(d) Equipment Held for Operating Lease, page 53

1.                                      We note your response to our comment 4 in our letter dated July 16, 2015 in which you state “The typical 15 year holding period which we reference in our filings is separate from the useful life of our engines, and represents how long we anticipate holding a newly acquired engine. The useful life of a new engine can be in excess of 25 years….” As previously requested in prior bullet three, please revise your disclosures to ensure readers understand the period over which you depreciate both your new and older engines. In this regard, as the term “useful life” is the period over which depreciation is recognized pursuant to ASC 360-10-35, it appears that this terminology should be utilized in describing depreciation accounting policy for both your new and older engines. Your disclosures should also clearly indicate whether your policy “to review estimates regularly to accurately expense the cost of equipment over the useful life of the engines” on page 28 is for either types of engines or just your older engines.

Response:

In response to your question regarding our disclosure regarding depreciation and useful lives of our Equipment Held for Operating Lease, and to provide an example of our expanded disclosure to be incorporated in future Form 10-K filings, see tracked-changes version of the accounting policy disclosure from our 2014 Form 10-K filing incorporating our proposed changes below:

Based on specific aspects of the equipment, we generally depreciate engines on a straight-line basis over a 15-year period from the acquisition date to a 55% residual value. We believe that this methodology accurately reflects our typical holding period for the assets and, that the residual value assumption reasonably approximates the selling price of the assets 15 years from date of acquisition. Our typical 15 year holding period is the estimated useful life of our engines based on our business model and plans, and represents how long we anticipate holding a newly acquired engine. The technical useful life of a new engine can be in excess of 25 years. We review the useful life and residual values of all engines periodically as demand changes to accurately expense the cost of equipment over the useful life of the engines.

The useful life of older generation engines may be significantly less than 15 years, based upon the technical status of the engine, as well as supply and demand factors. For these older generation engines, the remaining useful life and our remaining expected holding period are typically the same. For older generation engines or aircraft that are unlikely to be repaired at the end of the current expected useful lives, we depreciate the engines or aircraft over their estimated lives to a residual value based on an estimate of the wholesale value of the parts after disassembly. As of December 31, 2014, 59 engines having a net book value of $140.4 million were depreciated under this policy. We adjust our estimates annually for these older generation assets, including updating our estimates of an engine’s remaining operating life as well as future residual value expected from part-out based on the current technical status of the engine.

We will also include in our future Form 10-K filings the expanded disclosure noted above under Leasing Activities in the Critical Accounting Policies and Estimates section of the MD&A.

1

* * *

As you requested, this letter constitutes a statement by the Company acknowledging that:

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

·                  Staff comments or changes to disclosure in response to staff comments do not foreclose the Securities Exchange Commission (the “Commission”) from taking any action with respect to the filing; and

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

We believe that the foregoing is responsive to your comments.  If you have any questions or further comments, please do not hesitate to contact me at (415) 408-4714.

Sincerely,

Willis Lease Finance   Corporation

By:

/s/ Bradley S. Forsyth

Bradley S. Forsyth

Senior Vice President   and Chief Financial Officer

Willis Lease Finance   Corporation

2

September 3 , 2015
Mail Stop 4631

Via E -mail
Mr. Brad S. Forsyth
Chief Financial Officer
Willis Lease Finance Corporation
773 San Marin Drive, Suite 2215
Novato, CA.  94998

Re: Willis Lease  Finance Corporation
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 16, 2015
Response Dated August 13, 2015
File No. 1-15369

Dear Mr. Forsyth :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested respo nse.  If you do not
believe our comments apply to your facts and circumstances, please  tell us why in your response.

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

Form 10 -K for the period ended December 31, 2014

Note 1 – Organization & Summary of Significant Accounting Policies, page 52
(d) Equipment Held for Operating Lease, page 53

1. We note your response to our comment 4 in our letter dated July 16, 2015 in which you
state “The typical 15 year holding period which we reference in our filings is separate
from the useful  life of our engines, and represents how long we anticipate holding a
newly acquired engine. The useful life of a new engine can be in excess of 25 years….”
As previously requested in prior bullet three, please revise your disclosures to ensure
readers understand the period over which you depreciate both your new and older
engines.  In this regard, as the term “useful life” is the period over which depreciatio n is
recognized pursuant to ASC 360 -10-35, it appears that this terminology should be
utilized in describing depreciation accounting policy for both your new and older
engines.  Your disclosures should also clearly indicate whether your policy “to review

Mr. Forsyth
Willis Lease Finance  Corporation
September 3 , 2015
Page 2

 estimates regularly to accurately expense the cost of equipment over the useful life of the
engines”  on page 28 is for either types of engi nes or just your older engines.

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

You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  Jeanne Baker , at (202) 551 -3691,  or me at (202) 551 -3768 , if you have questions
regarding comments on the financial statements and related matters.  Please contact Asia
Timmons -Pierce  at (202) 551 -3754, or in her  absence, Craig E. Slivka , at (202) 551 -3729 , with
any other questions.

Sincerely,

 /s/ John Cash

John Cash
Accoun ting Branch Chief
Office of Manufacturing and
Construction

CORRESP
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August 13, 2015

Mr. John Cash

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

RE:                           Willis Lease Finance Corporation

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

Filed March 16, 2015

File No. 1-15369

Dear Mr. Cash:

We, Willis Lease Finance Corporation (“Willis” or the “Company”), are responding to your letter dated July 16, 2015.  For ease of reference, the numbered paragraphs below correspond to the numbered comments of your letter, with your comments in bold italics.

Form 10-K for the period Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, Critical Accounting Policies and Estimates, page 27

Asset Valuation, page 28

1.                                      Your critical accounting policy for asset valuations simply reiterates your accounting policy included in the notes to your financial statements. In light of the fact that your equipment held for operating lease represents almost 85% of your total assets as of December 31, 2014, please expand your disclosure related to this critical accounting policy to include the following:

·                                         A discussion of how you group assets for purposes of considering whether an impairment exists. Ensure you address whether you separately evaluate your equipment held for operating lease that are off-lease. Refer to ASC 360-10-35-23 through 25;

·                                         Address how you determine when these assets should be tested for impairment, including what types of events and circumstances indicate impairment, and how frequently you evaluate for these types of events and circumstances;

·                                         Identify the types of assumptions underlying the most significant and subjective estimates; and

·                                         Identify any known trends or events or uncertainties that are reasonably likely to occur that may materially affect the methodology or the assumptions described.

Refer to SEC Releases 33-8098 and 33-8350.

1

Response:

In response to your questions regarding our critical accounting policy for asset valuations, and to provide an example of our expanded disclosure to be incorporated in future Form 10-K filings, see tracked-changes version of the critical accounting policy disclosure from our 2014 Form 10-K filing incorporating our proposed changes below:

Asset Valuation. Long-lived assets and certain identifiable intangibles to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable, and long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

On a quarterly basis, management monitors the lease portfolio for events which may indicate that a particular asset may need to be evaluated for potential impairment. These events may include a decision to part-out or sell an asset, knowledge of specific damage to an asset, or supply/ demand events which may impact the Company’s ability to lease an asset in the future. On an annual basis, even absent any such ‘triggering event’, we evaluate the carrying value of all assets in our lease portfolio to determine if any impairment exists, by performing an undiscounted cash flow test for each asset.

Impairment is identified by comparison of undiscounted forecasted cash flows, including estimated sales proceeds, over the life of the asset with the asset’s book value. If the forecasted undiscounted cash flows are less than the book value, we write the asset down to its fair value. When evaluating for impairment, we group assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. In our portfolio, this is at the individual asset level (e.g., engine or aircraft), as each asset generates its own stream of cash flows, including lease rents, maintenance reserves and repair costs.

We must make assumptions which underlie the most significant and subjective estimates in determining whether any impairment exists.  Those estimates, and the underlying assumptions, are as follows:

·                  Fair value — we determine fair value by reference to independent appraisals, quoted market prices (e.g., an offer to purchase) and other factors. We rely on leading accredited third-party appraisers for independent appraisals of current fair value.  These appraisers are engine/ aircraft experts and rely on current data from airlines, engine manufacturers and Maintenance, Repair and Overhaul (“MRO”) providers as well as specific market sales and repair cost data in generating their appraisals.

·                  Future cash flows — when evaluating the future cash flows that an asset will generate, we make assumptions regarding the lease market for specific engine models, including estimates of market lease rates and future demand. These assumptions are based upon lease rates that we are obtaining in the current market as well as our expectation of future demand for the specific engine/ aircraft model.

2

If the undiscounted forecasted cash flows and fair value of our long-lived assets decrease in the future we may incur impairment charges.

Management continuously monitors the aviation industry and evaluates any trends, events or uncertainties involving airlines, individual aircraft and engine models, as well as the engine leasing and sale market which would materially affect the methodology or assumptions employed by the Company. We do not consider there to be any trends, events or uncertainties that currently exist or that are reasonably likely to occur that would materially affect our methodology or assumptions. However, should any arise, we will adjust our methodology and our disclosure accordingly.

Lease rent revenue, page 29

2.                                      We note that your on-lease percentages as of December 31, 2014 and 2013 as well as your average utilization rates for the year ended December 31, 2014 and 2013 have decreased. We further note that this negative trend continues as of and for the three months ended March 31, 2015. In light of the fact that portfolio utilization is a significant driver of your lease rent revenue, please provide detailed insight into factors that cause changes in your utilization rates.

Response:

Lease portfolio utilization is a key metric for our business and is defined as the net book value of on-lease assets as a percentage of the net book value of total lease assets. Three primary factors impact the utilization rate of our lease portfolio, including (1) Changes in our lease portfolio (2) Supply of spare engines in the market, and (3) Demand for spare engines in the market. These three factors are described in more detail below.

(1)         Changes in our lease portfolio

Our lease portfolio is comprised of many different models of aircraft engines. The mix of engine models in our portfolio impacts our overall portfolio utilization rate, as the supply/ demand equation varies for individual engine models. Specifically, the following activity within our engine portfolio impacts our utilization rate:

·                  The timing and number of purchases and sales of engines, with or without leases attached. If engines are purchased with no lease attached or if engines are sold with leases attached, our lease portfolio utilization rate decreases. Conversely, if engines are purchased with a lease attached (i.e., through a sale and lease back transaction) or if off-lease engines are sold, our lease portfolio rate increases.

·                  The timing and number of off-lease engines in repair. When engines are being repaired or overhauled by us (rather than by lessees while the engine is under lease), they are not available for lease.

Changes in our lease portfolio can have a significant impact on our utilization rate at a point in time. Periodic changes in the lease portfolio have less of an impact on our average utilization for a longer time period, such as our annual utilization rate. Instead, the supply and demand for a certain engine model has more of an impact on our average utilization for a longer time period, such as our annual utilization rate.

3

(2)         Supply of spare engines in the market

The supply of a certain engine model can fluctuate, based on the following events:

·                  The increase in the number of competitors providing spare engines (or growth in competitor’s off lease portfolio), resulting in an increase in spares supply.

·                  The production of spare engines by engine manufacturers, resulting in an increase in supply of spare engines in the market.

·                  The part-out of older aircraft in which engines are ‘harvested’ and utilized as spares, resulting in an increase in supply of spare engines in the market.

·                  The part-out of engines (common with older engine models when the aircraft that the engine powers are being removed from service), resulting in a drop in supply of spare engines in the market.

(3)         Demand for spare engines in the market

·                  The growth (or contraction) of operators’ aircraft fleets will result in an increase (decrease) in spare engine demand for the engine models that power those particular aircraft.

·                  The shop visit profile of the world wide population of an engine model. All engines must be inspected and repaired at regular intervals based on equipment utilization. Also, unscheduled events such as mechanical failure, FAA airworthiness directives or manufacturer-recommended actions for maintenance, repair and overhaul of engines result in the need for spare engines.

·                  We have experienced some degree of seasonality in demand for lease engines in recent years, with higher demand reported in the fall and winter months.

As a result of the foregoing and other factors, the availability of engines for lease periodically experiences cycles of oversupply and undersupply of given engine models. These factors impact our ability to place engines on lease, thereby impacting our lease portfolio utilization rate. The Business and Risk Factors sections in our annual report on Form 10-K for 2014 currently outline the major drivers and risks related to engine demand and supply. Please also note that while utilization decreased in 2014 and through March 31, 2015 we have seen increased demand in Q2 2015 and as of June 30, 2015 utilization has risen to 87%. In the future, if there are specific events driving utilization changes that impact revenue, we will discuss such changes in MD&A.

Note 1 — Organization & Summary of Significant Accounting Policies, page 52

(b) Principals of Consolidation, page 52

3.                                      Your consolidated financial statements include the accounts of various legal entities. Please tell us and expand your disclosures to identify the consolidation accounting policies that are being followed. Clarify whether any of the entities that are consolidated are considered variable interest entities under ASC 810-10-15-14. If so, please provide the disclosures required by ASC 810-10-50-2AA and tell us how you considered the presentation guidance under ASC 810-10-45-25.

4

Response:

We will revise our policy disclosure in future filings to include the following language:

We evaluate all entities in which we have an economic interest firstly to determine whether for accounting purposes the entity is a variable interest entity or voting interest entity.  If the entity is a variable interest entity we consolidate the financial statements of that entity if we are the primary beneficiary of the entities activities.  If the entity is a voting interest entity we consolidate the entity when we have a majority of voting interests.  All inter-company balances are eliminated upon consolidation.

Upon receipt of your letter we have re-considered all entities which are consolidated and not consolidated for the appropriate accounting treatment and disclosure.  Based upon our further review, we determined that Willis Engine Securitization Trust II, or “WEST II”, our asset-backed securitization, is a variable interest entity of which we are the primary beneficiary.  As we own 100% of the equity interest in WEST II, results of the operations of WEST II have been consolidated in our financial statements since its inception in 2012. The determination of WEST II being a VIE has no impact to our financial position, results of operations or cash flows for any period. We will provide additional disclosure, as required for variable interest entities, in our future Form 10-Q and 10-K filings.

(d) Equipment Held for Operating Lease, page 53

4.                                      You indicate on page 28 that it is your policy to review estimates regularly to accurately expense the cost of equipment over the useful life of the engine. Furthermore, on July 1, 2013 and again on July 1, 2014, you adjusted the depreciation for certain older engine types within the portfolio. We have the following comments regarding these adjustments.

·                  Please clarify the nature of this adjustment. In this regard, your accounting policy indicates that you generally depreciate engines on a straight-line basis over a 15 year period from the acquisition date to a 55% residual value. This appears to be the same policy that was in effect in prior years. Please advise. Also, please revise to provide the disclosures required by ASC 250-10-50-4 here; and

·                  Your disclosure indicates that the 15 year period reflects your typical holding period. However, your policy to regularly review your estimates refers to the useful life of the engines. Please clarify if the 15 year holding period is deemed to be the useful life of your engines. If so, please revise to refer consistently throughout your filing.

Response:

The value of a particular model of engine is heavily dependent on the status of the types of aircraft on which it is installed. We believe values of engines tend to be stable so long as the host aircraft for the engines as well as the engines themselves are still being manufactured. Prices will also tend to remain stable and even rise after a host aircraft is no longer manufactured so long as there is sufficient demand for the host aircraft.

5

We generally depreciate engines on a straight-line basis over a 15-year period from the acquisition date to a 55% residual value. We believe that this methodology accurately reflects our typical holding period for the assets and that the residual value assumption reasonably approximates the selling price of the assets 15 years from date of acquisition.

At some point for all engine models, the value of an engine begins to decline once the host aircraft begins to be retired from service and/ or parted out in significant numbers.

For older generation engines in our portfolio that are unlikely to be repaired at the end of the current expected useful lives, we depreciate the engines over their estimated lives to a residual value based on an estimate of the wholesale value of the parts after disassembly. As of December 31, 2014, 59 engines having a net book value of $140.4 million were depreciated under this policy.

We recognize that depreciation is an estimate and we proactively review estimates on a regular basis and adjust as necessary. The adjustment to depreciation on July 1, 2013 and again on July 1, 2014 was related to this second category of assets — older engine models within our portfolio that are unlikely to be repaired at the end of the current expected useful lives. We adj

CORRESP
1
filename1.htm

Willis Lease Finance Corporation

773 San Marin Drive, Suite 2215

Novato, CA 94998

(415) 408-4700 Phone
   (415) 408-4701 Fax

www.willislease.com

July 28, 2015

Via E-mail

Mr. Ameen Hamady

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

RE:                           Willis Lease Finance Corporation

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

Filed March 16, 2015

File No. 1-15369

Dear Mr. Hamady:

As discussed, we respectfully request a ten business day extension of the time to file our response to your letter dated July 16, 2015. With this extension, we plan to respond to your letter on or before August 13, 2015.

If you have any questions, please do not hesitate to contact me at (415) 408-4714.

Sincerely,

Willis   Lease Finance Corporation

By:

/s/   Bradley S. Forsyth

Bradley   S. Forsyth

Senior   Vice President and Chief Financial Officer

Willis   Lease Finance Corporation

July 16, 2015

Via E -mail
Mr. Brad ley S. Forsyth
Chief Financial Officer
Willis Lease Finance Corporation
773 San Marin Drive, Suite 2215
Novato, CA.  94998

Re: Willis Lease Finance Corporation
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 16, 2015
File No. 1-15369

Dear Mr. Forsyth :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments app ly to your facts and circumstances, please  tell us why in your response.

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

Form 10 -K for th e period ended December 31, 2014

Manageme nt’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates, page 27
Asset Valuation, page 28

1. Your critical accounting policy for asset valuations simply reiterates your accounting
policy includ ed in the notes to your financial statements.  In light of the fact that your
equipment held for operating lease represents almost 85% of your total assets as of
December 31, 2014, please expand your disclosure related to this critical accounting
policy to  include the following:
 A discussion of how you group assets for purposes of considerin g whether an
impairment exists.  Ensure you address whether you separately evaluate your
equipment held for operating lease that are off -lease.  Refer to ASC 360 -10-35-23
through 25;

Mr. Forsyth
Willis Lease Finance  Corporation
July 16, 2015
Page 2

  Address how you determine when these assets should be tested for impairment,
including what types of events and circumstances indicate impairment, and how
frequently you evaluate for these types of events and circumstances ;
 Identify the  types of assumptions underlying the most significant and subjective
estimates; and
 Identify any known trends or events or uncertainties that are reasonably likely to
occur that may materially affect the methodology or the assumptions described.

Refer to SEC  Releases 33 -8098 and 33 -8350.

Lease rent revenue, page 29

2. We note that your on -lease percentages as of December 31, 2014 and 2013 as well as
your average utilization rates for the year ended December 31, 2014 and 2013 have
decreased.   We f urther note that this negative trend continues as of and for the three
months ended March 31, 2015.  In light of the fact that portfolio utilization is a
significant driver of your lease rent revenue, please provide detailed insight into factors
that cause  changes in your utilization rates.

Note 1 – Organization & Summary of Significant Accounting Policies, page 52

(b) Principals of Consolidation, page 52

3. Your consolidated financial statements include the accounts of various legal entities.
Please tell us  and expand your disclosures to identify the consolidation accounting
policies that are being followed.  Clarify whether any of the entities that are consolidated
are considered variable interest entities under ASC 810 -10-15-14.  If so, please provide
the disclosures required by ASC 810 -10-50-2AA and tell us how you considered the
presentation guidance under ASC 810 -10-45-25.

(d) Equipment Held for Operating Lease, page 53

4. You indicate on pages 28 that it is your policy to review estimates regularly to ac curately
expense the cost of equipment over the useful life of the engine.  Furthermore, on July 1,
2013 and again on July 1, 2014, you adjusted the depreciation for certain older engine
types within the portfolio.  We have the following comments regarding  these
adjustments:
 Please clarify the nature of this adjustment.  In this regard, your accounting policy
indicates that you generally depreciate engines on a straight -line basis over a 15
year period from the acquisition date to a 55% residual value.  Th is appears to be
the same policy that was in effect in prior years.  Please advise. Also, please
revise to provide the disclosures required by ASC 250 -10-50-4 here; and
 Your disclosure indicates that the 15 year period reflects your typical holding
period.   However, your policy to regularly review your estimates refers to the

Mr. Forsyth
Willis Lease Finance  Corporation
July 16, 2015
Page 3

 useful life of the engines.  Please clarify if the 15 year holding period is deemed
to be the useful life of your engines. If so, please revise to refer consistently
throughout your fi ling.

Note 7 – Notes Payable, page 62

5. In light of the restrictions associated with WEST II and WOLF, please provide all the
disclosures required by Rule 4 -08(e)  of Regulation S -X or tell us why such disclosure is
not required.

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

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

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

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

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

You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  Jeanne Baker , at (202) 551 -3691,  or me at (202) 551 -3768 , if you have questions
regarding comments on the financial statements and related matters.  Please contact Asia
Timmons -Pierce  at (202) 551 -3754, or in her  absence, Craig E. Sli vka, at (202) 551 -3729 , with
any other questions.

Sincerely,

 /s/ John Cash

John Cash
Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

                                                                     September 20 , 2012

Via E -mail
Mr. Bradley S. Forsyth
Chief Financial Officer
Willis Lease Finance Corporation
773 San Marin D rive, Suite 2215
Novato, CA 94998

 RE: Willis Lease Finance Corporation
Form 10 -K for the Year Ended December 31, 2011
Filed March 13, 2012
File No. 1 -15369

Dear Mr. Forsyth:

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

  Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting Branch Chief

CORRESP
1
filename1.htm

Willis   Lease Finance Corporation

773   San Marin Drive, Suite 2215

Novato, CA 94998

(415) 408-4700 Phone

(415) 408-4701 Fax

www.willislease.com

September 14, 2012

Mr. Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

RE:                          Willis Lease Finance Corporation

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

Filed March 13, 2012

Form 10-Q for the Period Ended March 31, 2012

Filed May 7, 2012

Form 10-Q for the Period Ended June 30, 2012

Filed August 7, 2012

Response dated August 13, 2012

File No. 1-15369

Dear Mr. Decker:

We, Willis Lease Finance Corporation (“Willis” or the “Company”), are responding to your letter dated August 30, 2012.  For ease of reference, the numbered paragraphs below correspond to the numbered comments of your letter, with your comments in bold italics.

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

Financial Statements

Consolidated Statements of Cash Flows, page 50

1.                                      We note your response to comment four from our letter dated June 29, 2012. You indicate that you classified the changes in restricted cash, maintenance reserve and security deposits within cash flows from operating activities based on the fact that the cash flows associated with your monthly lease payments, maintenance reserves and security deposits are predominantly operating in nature as they are directly related to your core revenue generating activity, leasing equipment and the maintenance of your operating assets. We have the following comments in this regard:

·                  We believe that maintenance reserve payments that are subject to return and security deposits made by your lessees are sufficiently different than monthly lease payments that are an operating activity that enters into the

1

determination of net income. Please provide us with the latest five years and interim to date activity for your maintenance reserve account and security deposit accounts and address what percent of payments received each period is returned to the lessee and what percent is recognized as revenue. In this regard, please address the reasons for the $27,972 revenues recognized in 2009. To the extent a majority of the maintenance reserve payments and security deposits are returned to your lessees, please reassess your basis for reflecting these activities within operating cash flows. In this regard, based on the activity reflected in your security deposit account for the last three fiscal years, it does not appear that you have recognized any revenue related to security deposits;

Response:

Maintenance Reserves

Typically, our lessees pay rent monthly, with a portion of this rent representing contingent rent in the form of periodic fees (“use fees” or “maintenance reserves”), which are designed to cover the expected maintenance cost of the leased engine. Use fees paid under short term leases, which are typically for periods of less than one year, are non-reimbursable to the lessee. For these leases, the lessee has no claim to the maintenance reserves paid to us throughout the term of the lease and use fees are recognized in revenue as maintenance reserve revenue as they are billed on a monthly basis. Cash flows related to use fees for short term non-reimbursable leases are therefore presented as cash flows from operating activities in the consolidated statements of cash flows. As indicated in the table below, this is the predominant component of maintenance reserve revenue included in our consolidated statements of income.

The table below provides the breakdown of maintenance reserve revenue generated from short term and long term leases for 2007 – 2011 and the first two quarters of 2012 (all amounts presented in 000’s).

2012 YTD
   (6/30/12)

2011

2010

2009

2008

2007

Maintenance reserve revenue

Short term leases

16,961

34,339

25,623

18,077

20,041

17,916

Long term leases

1,054

4,822

9,153

27,972

13,675

10,253

Total

18,015

39,161

34,776

46,049

33,716

28,169

Use fees paid under long term leases (typically for periods greater than one year) are generally reimbursable to the lessee if and when they make specifically defined maintenance expenditures on our leased engines during the life of the lease. Use fees that are available for the defined maintenance expenditures are included in maintenance reserve liability until they are paid to the lessee as reimbursement for a qualified maintenance activity or are included in maintenance reserve revenue upon return of the leased engine at lease termination.

The following table provides a more detailed breakdown of the activity in our maintenance reserve liability account for 2007 – 2011 and the first two quarters of 2012 (all amounts presented in 000’s) than in our earlier submission.

2

2012 YTD
   (6/30/12)

2011

2010

2009

2008

2007

Maintenance Reserves Beginning   Balance

54,509

50,442

46,752

49,158

49,481

36,628

Cash Inflows from lessees

12,516

18,391

19,521

28,998

22,288

25,846

Cash Outflows: Returned to lessee (1)

—

—

—

—

—

(2,453

)

Funded lease asset shop visit costs

(4,209

)

(6,564

)

(3,236

)

(3,432

)

(7,774

)

(287

)

Paid to third party purchasers (2)

—

(2,939

)

(3,441

)

—

(1,163

)

—

(4,209

)

(9,502

)

(6,678

)

(3,432

)

(8,936

)

(2,740

)

Maintenance reserve revenue recognized

(1,054

)

(4,822

)

(9,153

)

(27,972

)

(13,675

)

(10,253

)

Net Change - Operating Activities

7,253

4,067

3,690

(2,406

)

(323

)

12,853

Ending Balance

61,762

54,509

50,442

46,752

49,158

49,481

Footnotes:

(1) In 2007, $2,453 was returned to lessees at the termination of leases. In all other periods, the use fees were utilized to fund shop visit costs for the engines during the life of the lease or were recognized as maintenance reserve revenue upon lease termination.

(2) Periodically, we sell engines to third parties for which leases are in place. In these cases, the accumulated maintenance reserves received under the lease from the current lessee are paid to the third party acquirer of the engine, who retains the obligation to reimburse the lessee for specifically defined maintenance expenditures during the remaining life of the lease. Engine sales with maintenance reserves occurred in 2011, 2010, and 2008.

In 2009, $27,972 of maintenance reserve revenue was recognized related to maintenance reserve cash collected for a number of long term reimbursable leases which, upon the termination of the leases, was retained by us under the lease provisions.

As shown in the table above, in all annual periods presented, other than 2011 and 2012 year-to-date, a majority of the reductions in the maintenance reserve liability have been recognized as revenue, with a substantial portion of the remaining reductions representing payments for maintenance for our leased engines. As both revenue and maintenance of engines are activities required to operate our business, we classified these activities as operating activities in our statement of cash flows.

Security Deposits

Under some of our leases, lessees pay security deposits that are held until the end of the lease, at which time provided lease return conditions have been met and all amounts have been paid under the lease, the deposit may be returned to the lessee. To the extent lease return conditions are not met or amounts remain owed under the lease, these deposits may be retained by us. The table below provides a more detailed breakdown of the activity in our security deposit account for 2007 – 2011 and the first two quarters of 2012 (all amounts presented in 000’s).

As noted below, historically approximately 52% of security deposits collected on average are retained by us and applied to the outstanding amounts owed by lessees (aggregate % for all periods presented). Cash flows related to security deposits are therefore presented as cash flows from operating activities in the consolidated statements of cash flows.

3

2012 YTD
   (6/30/12)

2011

2010

2009

2008

2007

Total

Security Deposits Beginning   Balance

6,278

5,726

5,481

5,179

5,890

4,848

Cash Inflows from lessees

1,291

1,859

1,883

2,369

2,363

4,408

Cash Outflows

Offset amounts owed

(872

)

(693

)

(626

)

(939

)

(1,220

)

(2,177

)

(6,526

)

Returned to lessee

(124

)

(614

)

(1,012

)

(1,129

)

(1,853

)

(1,190

)

(5,923

)

Total Outflows

(997

)

(1,307

)

(1,638

)

(2,067

)

(3,073

)

(3,367

)

(12,449

)

Net Change - Operating Activities

295

552

245

302

(710

)

1,041

Ending Balance

6,572

6,278

5,726

5,481

5,179

5,890

Offset amounts owed

88

%

53

%

38

%

45

%

40

%

65

%

52

%

Returned to lessee

12

%

47

%

62

%

55

%

60

%

35

%

48

%

·                  Please address the appropriateness of reflecting engine sales proceeds and new debt borrowings as cash inflows of restricted cash within operating activities. Please confirm that these cash inflows are appropriately reflected as cash inflows within your investing and financing activities in your consolidated statements of cash flows;

Response:

We believe that engine sales proceeds should be reflected in investing activities and cash flows from new debt borrowings should be reflected in financing activities, not operating activities. We confirm that cash inflows from engine sales and new debt borrowings are reflected as cash inflows from investing and financing activities, respectively, in our consolidated statements of cash flows.

·                  Please address the appropriateness of reflecting debt payments as an outflow of restricted cash within operating activities. Please confirm that these cash outflows are appropriately reflected within cash outflows within your financing activities in your consolidated statements of cash flows; and

Response:

We believe that cash outflows for debt payments should be reflected in financing activities. We confirm that cash outflows from debt payments are reflected as cash outflows from financing activities in our consolidated statements of cash flows.

4

·                  With regard to your restricted cash — investing activities, please confirm that the cash outflows for the asset purchases are included in your purchase of equipment held for operating lease and/or purchase of property, equipment and furnishings within your investing activities in your consolidated statements of cash flows.

Response:

We confirm that cash outflows for asset purchases included in our purchase of equipment held for lease and purchases of property, equipment and furnishings are reflected as cash outflows from investing activities in our consolidated statements of cash flows.

* * *

As you requested, this letter constitutes a statement by the Company acknowledging that:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure in response to staff comments do not foreclose the Securities Exchange Commission (the “Commission”) from taking any action with respect to the filing; and

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

We believe that the foregoing is responsive to your comments.  If you have any questions or further comments, please do not hesitate to contact me at (415) 408-4714.

Sincerely,

Willis Lease Finance Corporation

By:

/s/   Bradley S. Forsyth

Bradley   S. Forsyth

Senior   Vice President and Chief Financial Officer

Willis   Lease Finance Corporation

5

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

       DIVISION OF
CORPORATION FINANCE

 August  30, 2012

Via E -mail
Mr. Bradley S. Forsyth
Chief Financial Officer
Willis Lease Finance Corporation
773 San Marin Drive, Suite 2215
Novat o, CA  94998

 RE: Willis Lease Finance Corporation
Form 10-K for the Year Ended December  31, 20 11
Filed March 1 3, 2012
Form 10 -Q for the Period Ended March  31, 2012
Filed May 7 , 2012
Form 10 -Q for the Period Ended June 30, 2012
Filed August 7, 2012
Response dated August 13, 2012
File No. 1 -15369

Dear Mr. Forsyth :

We have reviewed your response letter dated August 13, 2012 and have the following
comment .  In our comment , we may ask you to provide us with information so we may better
understand your disclosure.

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

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

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

Financial Statements

Consolidated Statements of Cash Flows, page 5 0

1. We note your response to comment four from our letter dated June 29, 2012.  You
indicate that you classified the changes in restricted cash, maintenance reserve and
security deposits within cash flows from operating activities based on the fact that the

Mr. Bradley S . Forsyth
Willis Lease Finance Corporation
August  30, 2012
Page 2

 cash flows associated with your monthly lease payments, maintenance reserves and
security deposits are predominantly operating in nature as they are directly related to your
core revenue generating activity, leasing equipment and the maintenance of your
operating assets.  We have the following comments in this regard:
 We believe that maintenance reserve payments that are subject to return and
security deposits made by your lessees are sufficiently different than monthly
lease payments that are an operating a ctivity that enters into the determination of
net income.  Please provide us with the latest five years and interim to date
activity for your maintenance reserve account and security deposit accounts and
address what percent of payments received each perio d is returned to the lessee
and what percent is recognized as revenue.  In this regard, please address the
reasons for the $27,972 revenues recognized in 2009.  To the extent a majority of
the maintenance reserve payments and security deposits are returned  to your
lessees, please reassess your basis for reflecting these activities within operating
cash flows.  In this regard, based on the activity reflected in your security deposit
account for the last three fiscal years, it does not appear that you have re cognized
any revenue related to security deposits ;
 Please address the appropriateness of reflecting engine sales proceeds and new
debt borrowings as cash inflows of restricted cash within operating activities.
Please confirm that these cash inflows are ap propriately reflected as cash inflows
within your investing and financing activities in your consol idated statements of
cash flows;
 Please address the appropriateness of reflecting debt payments as an outflow of
restricted cash within operating activities .  Please confirm that these cash outflows
are appropriately reflected within cash outflows within your financing activities in
your consolidated  statements of cash flows; and
 With regard to your restricted cash – investing activities, please confirm that the
cash outflows for the asset purchases are included in your purchase of equipment
held for operating le ase and/or purchase of property , equipment and furnishings
within your investing activities in your consolidated statements of cash flows.

You may c ontact Ernest Greene , Staff Accountant at (202) 551 -3733  or Jeanne Baker,
Assistant Chief Accountant at (202) 551 -3691 if you have questions regarding this comment .

  Sincerely,

/s/ John Cash, f or

        Rufus Decker
       Accounting Branch Chief

CORRESP
1
filename1.htm

Willis Lease Finance   Corporation

773 San Marin Drive,   Suite 2215

Novato, CA 94998

(415) 408-4700 Phone
   (415) 408-4701 Fax

www.willislease.com

August 13, 2012

Mr. Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549-7010

RE:          Willis Lease Finance Corporation

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

Filed March 13, 2012

Form 10-Q for the Period Ended March 31, 2012

Filed May 7, 2012

File No. 1-15369

Dear Mr. Decker:

We, Willis Lease Finance Corporation (“Willis” or the “Company”), are responding to your letter dated June 29, 2012.  For ease of reference, the numbered paragraphs below correspond to the numbered comments of your letter, with your comments in bold italics.

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

General

1.     Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. These revisions should be included in your future filings.

Response:

We will provide the proposed additional disclosures or other revisions to be made to our future filings in our response below.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 26

Liquidity and Capital Resources, page 32

General

2.             Since your foreign operations appear to be significant, please disclose the following:

·                                          The amount of cash and cash equivalents, including restricted cash held by foreign subsidiaries as compared to your total amount of cash and cash equivalents, including restricted cash as of year-end; and

·                                          You would be required to accrue and pay U.S. taxes to repatriate these funds and you do not intend to repatriate them, if true.

1

Please show us supplementally what your revised disclosure will look like. Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350 Section IV and Financial Reporting Codification 501.06.a.

Response:

We lease our aircraft engines to customers that are located all over the world. However, the vast majority of our leased assets are owned by U.S. entities. Of the $82.7 million in cash and cash equivalents and restricted cash held at December 31, 2011, $0.4 million or 0.5% was held by foreign subsidiaries. Of the $91.7 million in cash and cash equivalents and restricted cash held at March 31, 2012, $2.9 million or 3.2% was held by foreign subsidiaries. We will revise our future filings to disclose the amount of cash and cash equivalents, including restricted cash, held in foreign subsidiaries.

We do not intend to repatriate the funds held by foreign subsidiaries to the U.S. In the event we decide to repatriate these funds to the U.S., we would be required to accrue and pay U.S taxes upon the repatriation.

The disclosure would be as follows (using 3/31/12 data):

At March 31, 2012, $2.9 million in cash and cash equivalents and restricted cash were held in foreign subsidiaries.  We do not intend to repatriate the funds held in foreign subsidiaries to the United States.  In the event that we decide to repatriate these funds to the United States, we would be required to accrue and pay taxes upon the repatriation.

3.             On page 34, you disclose that virtually all of your debt agreements require compliance with covenants, including debt/equity ratios, minimum tangible net worth, and interest coverage ratios and other eligibility criteria. Please disclose the specific terms of any material debt covenants with any required ratios. Please disclose the actual ratios as of each reporting date for any material debt covenants for which it is reasonably likely that you will not be able to meet such covenants. Please also consider showing the specific computations used to arrive at the actual ratios with corresponding reconciliations to US GAAP amounts. See Sections I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Compliance and Disclosures Interpretation 102.09 which is available on our website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

Response:

At March 31, 2012, we are in compliance with the covenants specified in the revolving credit facility Credit Agreement, including the Interest Coverage Ratio, at 3.14 to 1.00 versus the requirement to be at least 2.25 to 1.00, and the Total Leverage Ratio, at 2.97 to 1.00 versus the requirement to remain below 4.50 to 1.00. At March 31, 2012, the Company’s calculated Minimum Consolidated Tangible Net Worth of $238,788,000 exceeded the minimum required amount of $175,251,000.

At March 31, 2012, we are in compliance with the covenants specified in the WEST indenture and servicing agreement, including the Leverage Ratio, at 3.07 to 1.00, versus the requirement to remain below 5.00 to 1.00, and the WEST Interest Coverage Ratio, at 2.43 to 1.00 versus the requirement to be at least 1.10 to 1.00, and the Servicer Interest Coverage Ratio, at 1.53 to 1.00 versus the requirement to be at least 1.20 to 1.00. At March 31, 2012, the Company’s calculated Minimum Consolidated Tangible Net Worth of $229,991,000 exceeded the minimum required amount of $90,000,000.

2

We will revise our disclosure in future filings to specify the material debt facility covenants.  As there are no covenants for which we determined that it is reasonably likely that we will not be in compliance with the requirements, we determined it is not necessary to disclose the actual ratios for these covenants.

The disclosure would be as follows (using 3/31/12 data):

At March 31, 2012, we are in compliance with the covenants specified in the revolving credit facility Credit Agreement, including the Interest Coverage Ratio requirement of at least 2.25 to 1.00, and the Total Leverage Ratio requirement to remain below 4.50 to 1.00. At March 31, 2012, the Company’s calculated Minimum Consolidated Tangible Net Worth exceeded the minimum required amount of $175,251,000. As defined in the revolving credit facility Credit Agreement, the Interest Coverage Ratio is the ratio of Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) to Consolidated Interest Expense and the Total Leverage Ratio is the ratio of Total Indebtedness to Tangible Net Worth.

At March 31, 2012, we are in compliance with the covenants specified in the WEST indenture and servicing agreement, including the Leverage Ratio, requirement to remain below 5.00 to 1.00, and the WEST Interest Coverage Ratio requirement of at least 1.10 to 1.00, and the Servicer Interest Coverage Ratio requirement of at least 1.20 to 1.00. At March 31, 2012, the Company’s calculated Minimum Consolidated Tangible Net Worth exceeded the minimum required amount of $90,000,000. As defined in the WEST indenture and servicing agreement, the Leverage Ratio is the ratio of Total Indebtedness to Tangible Net Worth (adjusted), the WEST Interest Coverage Ratio is the ratio of WEST Earnings before Interest and Taxes (EBIT) to WEST Interest Expense and the Servicer Interest Coverage Ratio is the ratio of Consolidated EBIT to Consolidated Interest Expense.

Financial Statements

Consolidated Statements of Cash Flows, page 50

4.             On page 54, you indicate that under WEST, cash is collected in a restricted account, which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to you. Additionally, maintenance reserves payments and lease security deposits are accumulated in restricted accounts and are not available for general use. You also indicate that security deposits are held until the end of the lease, at which time provided return conditions have been met, the deposit will be returned to the lessee. On page 52, you also disclose that use fees that are reimbursable are included in maintenance reserve liability until they are reimbursed to the lessee or the lease terminates. On your statements of cash flows, you show the changes in your restricted cash, maintenance reserves, and security deposits within cash flows from operations. Given that your restricted cash is used to service debt and your maintenance reserves and security deposits are related to amounts owed to your lessees, please address the appropriateness of including the change in each of these balances within your cash flows from operations. With reference to the authoritative literature you relied on, please provide support for such classification. Please provide for us the cash inflows and outflows related to each of these items, including but not limited to maintenance reserves and security deposits you receive from your customers as well as your reimbursement of such amounts, for each period presented.

3

Response:

For our engine portfolio owned by our wholly owned subsidiary WEST, we have certain restrictions on the use of cash under the indenture.  Similar restrictions do not exist for engines held directly by the parent company, Willis Lease Finance Corporation.

Inflows to our restricted cash accounts come from our lessees through monthly lease payments (an operating activity that enters into the determination of net income), periodic maintenance reserve payments (which are used to fund maintenance activities or to reimburse our lessees for maintenance activities) and security deposits collected at lease inception. During the period we maintain the restricted cash, maintenance reserves and security deposits for our WEST portfolio, we are not permitted to use this cash to finance our operations or otherwise invest in investment activities.

The funds from monthly lease payments are available for debt service under the WEST securitization.  The funds received for maintenance reserves are available for reimbursements to lessees for maintenance expenditures as required by our lease agreements.  In cases where the lessee elects to return an engine without performing the required maintenance or overhaul, we will perform the maintenance and retain all of the related cash on deposit, including any amounts in excess of the costs we incur. Security deposits are typically obtained at the outset of a lease and are held until the end of the lease, at which time, provided return conditions have been met, the deposit will be returned to the lessee or offset against rental or maintenance reserve payment amounts owed to us under the lease. To the extent return conditions are not met, these deposits may be retained by us. The amount of monthly lease payments, maintenance reserves and security deposits are negotiated as a bundle when we enter into each lease agreement and we evaluate our leases based on our projected return after considering all of the projected payments under each lease

In evaluating the  appropriateness of including the change in these restricted cash, maintenance reserve and security deposit balances within cash flows from operating activities, we considered the definitions of financing, investing and operating cash flows included in ASC 230-10 “Statement of Cash Flows.” ASC 230-10-20 prescribes that cash flows that do not meet the definition of financing or investing should be classified as cash flows from operations. We also considered the guidance in ASC 230-10-45-22 that relates to certain cash receipts and payments that have aspects of more than one class of cash flows. Under ASC 230-10-45-22, the appropriate classification depends on the activity that is likely to be the predominant source of cash flows for the item.

4

We also considered remarks made by Carol A. Stacey, Chief Accountant of the SEC’s Division of Corporation of Finance before the 2006 AICPA National Conference on SEC and PCAOB Developments, who provided the following example application of ASC 230-10-45-22:

A university receives cash from government grants that is restricted for the payment of tuition; if the student receiving the grant leaves the university, the cash received must be returned to the government.  Because the nature of the activity and the predominant source of cash flows relate to the university’s operations, cash flows may be classified in operating activities.

The cash flows associated with our monthly lease payments, maintenance reserves and security deposits are predominately operating in nature as they are directly related to our core revenue generating activity, leasing equipment, and the maintenance of our operating assets. Considering the above referenced authoritative literature, we have concluded that they do not meet the definition of cash flows from financing or investing activities as provided in FASB ASC 230-10-20.  Therefore, these amounts have been reflected in the Cash flow from operating activities section of the Consolidated Statement of Cash Flows. Furthermore, because the funds received from our lessees are held in restricted cash accounts, we have reflected the changes in these restricted cash accounts and the related balance sheet accounts (maintenance reserves and security deposits) in operating activities so that the net effect on cash flows is zero.

Following is the reconciliation in the movement of Restricted Cash Accounts, Maintenance Reserves and Security Deposits for the three years 2009 — 2011, including the cash inflows and outflows related to these items. Because the restricted cash accounts relate only to activity in WEST, and the consolidated statement of cash flows includes all of our operations, amounts shown below under restricted cash for financing activities (New Debt Borrowings and Debt payments), changes in maintenance reserves and security deposits do not agree with amounts on the statement of cash flows.  However, the changes in restricted cash from operating and investing activities do agree to the amounts shown on the consolidated statement of cash flows. Please also note that any new debt borrowings and any debt payments under WEST have been properly classified within Proceeds from issuance of notes payable and Principal payments on notes payable under cash flows from financing activities.

5

  6 2011 2010
  2009 Restricted Cash - Operating Activities Beginning Balance 77,013 59,630
  69,025 Cash Inflows: Lease Rents 75,977 84,204 71,611 Maintenance Reserves
  38,180 28,772 33,924 Security Deposits 423 1,303 1,850 Engine Sale Proceeds
  47,303 48,854 22,025 New Debt Borrowings - 4,339 29,976 161,883 167,472
  159,386 Cash Outflows: Debt payments (59,468) (46,117) (46,977) Security
  Deposits (474) (1,250) (1,501) Engine Sale Proceeds - transfer to acquisition
  accts (19,910) (31,082) (19,349) Maintenance Reserves - payment to lessees
  (19,443) (7,495) (5,111) Maintenance Reserves - transfer to acquisition accts
  (14,488) (9,963) (40,040) Management fee and Expense payments (24,044)
  (29,444) (28,892) Equity distribution to WLFC / Other (26,571) (24,738)
  (26,910) (164,398) (150,089) (168,780) Net Change (2,515) 17,383 (9,395)
  Ending Balance 74,498 77,013 59,630 Classification on Statement of Cash Flows
  Operating Activities 2,515 (17,383) 9,395

  7 2011 2010
  2009 Restricted Cash - Investing Activities Beginning Balance (0) (0) 169
  Cash Inflows: Maintenance Reserves 14,488 9,963 40,040 Engine Sale Proceeds
  19,910 31,082 19,349 New Debt Borrowings - 50,036 55,822 34,398 91,081
  115,211 Cash Outflows: Asset Purchases (32,644) (91,081) (115,380) Net Change
  1,754 - (169) Ending Balance 1,754 (0) (0) Classification on Statement of
  Cash Flows Investing Activities (1,754) - 169 2011 2010 2009 Maintenance
  Reserves Beginning Balance 50,442 46,752 49,158 Cash Inflows from lessees
  18,391 19,521 28,998 Cash Outflows for maintenance activities (9,502) (6,678)
  (3,432) Maintenance Reserve Revenue recognized (4,822) (9,153) (27,972) Net
  Change - Operating Activities 4,067 3,690 (2,406) Ending Balance 54,509
  50,442 46,752 Security

CORRESP
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Willis Lease Finance Corporation

773 San Marin Drive, Suite 2215

Novato, CA 94998

(415) 408-4700 Phone

(415) 408-4701 Fax

www.willislease.com

July 30, 2012

Via E-mail

Mr. Ernest Greene

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

RE:                            Willis Lease Finance Corporation

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

Filed March 13, 2012

Form 10-Q for the Period Ended March 31, 2012

Filed May 7, 2012

File No. 1-15369

Dear Mr. Greene:

As discussed, we respectfully request a further ten business day extension of the time to file our response to your letter dated June 29, 2012. With this extension, we plan to respond to your letter on or before August 13, 2012.

If you have any questions, please do not hesitate to contact me at (415) 408-4714.

Sincerely,

Willis Lease Finance Corporation

By:

/s/   Bradley S. Forsyth

Bradley   S. Forsyth

Senior   Vice President and Chief Financial Officer

Willis   Lease Finance Corporation

CORRESP
1
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Willis Lease Finance   Corporation

773 San Marin Drive,   Suite 2215

Novato, CA 94998

(415) 408-4700 Phone
   (415) 408-4701 Fax

www.willislease.com

July 13, 2012

Via E-mail

Mr. Ernest Greene

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

RE:

Willis Lease Finance Corporation

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

Filed March 13, 2012

Form 10-Q for the Period Ended March 31, 2012

Filed May 7, 2012

File No. 1-15369

Dear Mr. Greene:

As discussed, we respectfully request a ten business day extension of the time to file our response to your letter dated June 29, 2012. With this extension, we plan to respond to your letter on or before July 30, 2012.

If you have any questions, please do not hesitate to contact me at (415) 408-4714.

Sincerely,

Willis Lease Finance Corporation

By:

/s/ Bradley S. Forsyth

Bradley S. Forsyth

Senior Vice President and Chief Financial Officer

Willis Lease Finance Corporation

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

       DIVISION OF
CORPORATION FINANCE

                                                           June 29 , 2012

Via E -mail
Mr. Bradley S. Forsyth
Chief Financial Officer
Willis Lease Finance Corporation
773 San Marin Drive, Suite 2215
Novat o, CA 94998

 RE: Willis Lease Finance Corporation
Form 10-K for the Year Ended December  31, 20 11
Filed March 1 3, 2012
Form 10 -Q for the Period Ended March  31, 2012
Filed May 7 , 2012
File No. 1 -15369

Dear Mr. Forsyth :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by ad vising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

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

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

General

1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what the revisions will look like. These rev isions
should be included in your future filings.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
June 29 , 2012
Page 2

 Management’s Discussion and Analysis of Financial Condition an d Results….., page 26

Liquidity and Capital Resources, page 32

General

2. Since your foreign operations appear to be significant, please disclose the following:
 The amount of cash and cash equivalents, including restricted cash held by foreign
subsidiaries as compared to your total amount of cash and cash equivalents, including
restricted cash as of year -end; and
 You would be required to ac crue and pay U.S. taxes to repatriate these funds and you do
not intend to repatriate them, if true.
Please show us supplementally what your revised disclosure will look like.  Refer to Item
303(a)(1) of Regulation S -K, SEC Release 33 -8350 Section IV and F inancial Reporting
Codification 501.06.a.

3. On page 34, you disclose that virtually all of your debt agreements require compliance with
covenants, including debt/equity ratios, minimum tangible net worth, and interest coverage
ratios and other eligibility  criteria.   Please disclose the specific terms of any material debt
covenants with any required ratios.  Please disclose the actual ratios as of each reporting date
for any material debt covenants for which it is reasonably likely that you will not be able  to
meet such covenants.  Please also consider showing the specific computations used to arrive
at the actual ratios with corresponding reconciliations to US GAAP amounts.   See Sections
I.D and IV.C of the SEC Interpretive Release No. 33 -8350 and Complianc e and Disclosures
Interpretation 102.09 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

Financial Statements

Consolidate d Statements of Cash Flows, page 50

4. On  page 54, you indicate that under WEST, cash is collected in a restricted account, which is
used to service the debt and any remaining amounts, after debt service and defined expenses,
are distributed to you.  Additi onal, maintenance reserves payments and lease security
deposits are accumulated in restricted accounts and are not available for general use.  You
also indicate that security deposits are held until the end of the lease, at which time provided
return condi tions have been met, the deposit will be returned to the lessee.  On page 52, you
also disclose that use fees that are reimbursable are included in maintenance reserve liability
until they are reimbursed to the lessee or the lease terminates.  On your stat ements of cash
flows, you show the changes in your restricted cash, maintenance reserves, and security
deposits within cash flows from operations.  Given that your restricted cash is used to service
debt and your maintenance reserves and security deposits are related to amounts owed to
your lessees, please address the appropriateness of including the change in each of these
balances within your cash flows from operations. With reference to the authoritative

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
June 29 , 2012
Page 3

 literature you relied on, please provide support f or such classification.  Please provide for us
the cash inflows and outflows related to each of these items, including but not limited to
maintenance reserves and security deposits you receive from your customers as well as your
reimbursement of such amoun ts, for each period presented.

(1) Organization and Summary of Significant Accounting Policies, page 51

 (f) Maintenance and Repair Costs, page 53

5. You disclose that major overhaul paid by you, which improve functionality or extend original
useful life, are capitalized and depreciated over the estimated useful life of the equipment.
Please tell us and disclose what consideration you gave to FASB ASC 908-360-35-4 through
6 in accounting for these costs as well as the specific method you use to account for any
planned major maintenance activities.  To the extent necessary, please also tell us how you
account for planned major maintenance activities of aircraft that are off -lease.  Please
disclose your accounting policy for these maintenance activities.

(2) Equipment Held for Lease, page 58

6. We have  the following comments regarding your classification of your leases.
 Please tell us whether your leases contain default covenants related to nonperformance.
If so, please confirm all the conditions set forth in ASC 840 -10-25-14 exist.   Otherwise,
confirm  that you included the maximum amount that the lessee could be required to pay
under the default covenant in your minimum lease payments for purposes of applying
ASC 840 -10-25-1(d).
 Please tell us whether your leases contain material adverse change claus es.  If so, how is
this determined and what potential remedies are available to you as the lessor?
 Please tell us if your leases contain cross -default provisions.   If so, how have you
considered the potential impact of these provisions on your lease classi fication?
 Please tell us if your leases include subjective default provisions.   If so, is there any cap
on potential remedies that would impact your lease classification?
Refer to ASC 840 -10-25-41 through 69.

Note (4) Investments, page 60

7. Please tell us  the carrying value of the initial lease portfolio transferred to WMES.  Please
tell us the consideration received for the transferred assets and how you determined the $7.2
million gain.  Please tell us the authoritative literature you used to support you r accounting.

8. We note that you have included the $3.6 million gain recognized on the transfer of the initial
lease portfolio to WMES within the gain on sales of leased equipment revenue line item.
Given the nature of the transaction that gave rise to the  gain, please tell us what consideration
you gave to recording this gain with your earnings for joint ventures rather than as revenue.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
June 29 , 2012
Page 4

 Note (5) Notes Payable, page 62

9. In light of the restrictions associated with WEST, please provide the all the disclosu res
required by Rule 4 -08(e) or tell us why such disclosure is not required.

Form  10-Q for the Period Ended March  31, 2012

General

10. Please address the above comments in your interim filings as well, as applicable.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

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

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

You may contact Ernest Greene , Staff Accountant at (202) 551 -3733  or Jeanne Baker,
Assistant Chief Accountant at (202) 551 -3691 if you have questions regarding these comments.

  Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting B ranch Chief

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
May 12, 2010
 Mr. Bradley S. Forsyth Senior Vice President and Chief Financial Officer Willis Lease Finance Corporation 773 San Marin Drive, Suite 2215 Novato, CA  94998
 RE: Willis Lease Finance Corporation
Form 10-K for the year ended December 31, 2008
File March 31, 2009
Definitive Proxy Statem ent on Schedule 14A
Filed on April 29, 2009
  File No. 001-15369

 Dear Mr. Forsyth:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
Sincerely,    Pamela A. Long Assistant Director

CORRESP
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WILLIS LEASE FINANCE CORPORATION

773 San Marin Drive, Suite 2215

Novato, California  94998

March 12, 2010

Pamela
A. Long

Assistant
Director

United
States Securities and Exchange Commission

Division
of Corporation Finance

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

Washington,
D.C.  20549-4631

Re:                             Willis Lease Finance
Corporation

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

Definitive Proxy Statement on Schedule 14A filed April 29, 2009

File No. 1-15369

Dear
Ms. Long:

This
letter sets forth the response of Willis Lease Finance Corporation (the “Company”)
to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) relating to (i) the Company’s Form 10-K
for the fiscal year ended December 31, 2008 and (ii) the Definitive
Proxy Statement on Schedule 14A filed April 29, 2009 contained in your
letter dated February 26, 2010 (the “Comment Letter”).  The response is numbered to correspond to the
number of the comment in the Comment Letter.

Definitive Proxy Statement on
Schedule 14A filed on April 29, 2009

Comment
No. 1:

We note your response to comment 5 in our letter
dated January 28, 2010.  From your
response to comment 12 in our letter dated December 3, 2009, we note that
you benchmark annual cash compensation against a percentage of the 75th percentile of the market.  Please revise your disclosure to address
where each named executive officer’s actual annual compensation fell relative
to his respective benchmark and explain why cash compensation amounts exceeded
or fell short of these benchmarks.

Response to Comment No. 1:

As set forth below, we are adding a column to the
chart previously set forth in our response to comment 5 in our response letter
dated February 17, 2010 to the comments of the Staff of the Commission in
order to list the actual total annual cash compensation for the listed Named
Executive Officers as a percentage of the target total annual cash compensation
(base salary and target bonus) for such Named Executive Officers.

The total annual cash compensation (based on the
actual bonuses paid) for the listed Named Executive Officers compared to (i) the
total annual cash compensation actually paid for the survey group as well as to
(ii) the Named Executive Officer’s target total annual cash compensation
(assuming target bonus) is set forth in the columns of the chart below.  Such percentages result because Mr. Beaumont
received no bonus since he was not employed on December 31, 2008 and the
other Named Executive Officers received approximately an 186.9% payout of 2008
target bonuses based on the extent to which the Company exceeded the target
return on equity of 11.6% as described in our response to comment 16 in our
response letter dated January 15, 2010 to the comments of the Staff of the
Commission.

  Annual
  Cash Compensation

  Annual
  Cash Compensation

  as a % of Target Annual

  Executive

  as a
  % of 75th Percentile

  Cash
  Compensation

  Mr. Willis

  133%

  143%

  Mr. Beaumont

  43%

  54%

  Mr. Forsyth

  91%

  133%

  Mr. Nord

  101%

  129%

If you have any further
comments or questions regarding this letter, please contact me at (415)
408-4700

  Very
  truly yours,

  /s/
  Bradley S. Forsyth

  Bradley
  S. Forsyth

  Chief Financial Officer

  cc:

  Hagen
  Ganem, Securities and Exchange Commission

  Andrew
  Schoeffler, Securities and Exchange Commission

  Thomas
  C. Nord, Esq., General Counsel

  Perkins
  Coie LLP

2

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
February 26, 2010
 Mr. Bradley S. Forsyth Senior Vice President and Chief Financial Officer Willis Lease Finance Corporation 773 San Marin Drive, Suite 2215 Novato, CA  94998
 RE: Form 10-K for the year ended December 31, 2008
Definitive Proxy Statement on Sc hedule 14A filed on April 29, 2009
  File No. 001-15369

Dear Mr. Forsyth:
We have reviewed the above-referenced filings and have the following comments.
 Definitive Proxy Statement on Schedule 14A filed on April 29, 2009

1. We note your response to comment 5 in our letter dated January 28, 2010.  From
your response to comment 12 in our lett er dated December 3, 2009, we note that
you benchmark annual cash compensati on against a percentage of the 75th
percentile of the market.  Please revise your disclosure to address where each
named executive officer’s actual annual compensation fell relative to his respective benchmark and explain why cash compensation amounts exceeded or
fell short of these benchmarks.

Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation February 26, 2010 Page 2

You may contact Hagen Gane m, Staff Attorney, at (202) 551-3330 or, in his
absence, Andrew Schoeffler, Senior Staff Attorney, at (202) 551-3748 if you have any
questions.

 Sincerely,

 Pamela A. Long
 Assistant Director

CORRESP
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WILLIS LEASE FINANCE CORPORATION

773 San Marin Drive, Suite 2215

Novato, California  94998

February 17, 2010

Pamela
A. Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C.  20549-4631

Re:                             Willis Lease
Finance Corporation

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

Form 10-Q for the quarter ended March 31, 2009

Definitive Proxy Statement on Schedule 14A filed April 29, 2009

File No. 1-15369

Dear
Ms. Long:

This
letter sets forth the responses of Willis Lease Finance Corporation (the
“Company”) to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) relating to (i) the Company’s Form 10-K
for the fiscal year ended December 31, 2008 (the “Form 10-K”), (ii) Form 10-Q
for the fiscal quarter ended March 31, 2009 and (iii) Definitive
Proxy Statement on Schedule 14A filed April 29, 2009 contained in your
letter dated January 28, 2010 (the “Comment Letter”).  The responses are numbered to correspond to
the numbers of the comments in the Comment Letter.

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

Comment No. 1:

Please ensure that your amended Form 10-K
includes all of the information provided in response to the comments in our
letter dated December 3, 2009. In this regard, we note that your amended Form 10-K
should include the complete report, including all Part III information.

Response to Comment No. 1:

The Company will ensure that the amended Form 10-K
for the year ended December 31, 2008 (the “Amended 10-K”) includes all of
the information provided in response to the comments of the Staff.

***

Comment No. 2:

We note your response to comment two in our letter
dated December 3, 2009. Please ensure that you identify the series I
junior participating preferred stock on the cover page of the Form 10-K
as being registered pursuant to Section 12(b) of the Exchange Act.

Response to Comment No. 2:

The Company will ensure that the cover page of
the Amended 10-K identifies the series I junior participating preferred stock
as being registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended.

***

Comment No. 3:

We note your response to comment five in our letter
dated December 3, 2009. In particular, we note that one of the bases upon
which you may be removed as servicer and administrative agent for the WEST
facility is a failure to maintain certain financial covenants. Please disclose
these covenants and indicate whether you a currently in compliance therewith.

Response to Comment No. 3:

In response to the Staff’s comment, the Company
proposes to include in the Amended 10-K the following revised risk factor:

We are the servicer and administrative agent for the WEST facility and
our cash flows would be materially and adversely affected if we were removed
from these positions.

We are the servicer and
administrative agent with respect to engines in the WEST facility. We receive
annual fees of 11.5% as servicer and 2.0% as administrative agent of the
aggregate net rents actually received by WEST on its engines. We may be removed
as servicer and/or administrative agent by the affirmative vote of a requisite
number of holders of WEST facility notes upon the occurrence of certain specified
events, including the following events, subject to WEST following certain
specified procedures and providing us certain cure rights as set forth in the
servicing agreement:

·                  We fail to
perform the requisite services set forth in the servicing agreement or administrative
agent agreement;

·                  We fail to
provide adequate insurance or otherwise materially and adversely affects the
rights of WEST;

·                  We cease to be
engaged in the aircraft engine leasing business;

·                  We become
subject to an insolvency or bankruptcy proceeding, either voluntarily or
involuntarily;

·                  We fail to
maintain the following financial covenants set forth in the servicing
agreement:

2

·                  A ratio of
total indebtedness to tangible net worth ratio of less than 5.0-to-1.0; and

·                  A ratio of
earnings before interest, taxes to interest (excluding any extraordinary gains
or losses and pre-WEST engine financing costs) of at least 1.2-to-1.0 on a
rolling-four-quarter basis;

·                  We undergo one
of certain of change of control transactions set forth in the servicing
agreement; and

·                  We default in
the payment of other indebtedness of $10.0 million or more or indebtedness
in such amount shall have been accelerated as a result of an event of default
under the applicable agreements.

As of December 31, 2008 we were in compliance
with the financial covenants set forth above.
There can be no assurance that we will be in compliance with these
covenants in the future or will not otherwise be terminated as service or
administrative agent for the West facility.
If we are removed, our expenses would increase since our consolidated
subsidiary, WEST, would have to hire an outside provider to replace the
servicer and administrative agent functions, and we would be materially and
adversely affected. Consequently, our business, financial condition, results of
operations and cash flows would be adversely affected.

***

Form 10-Q for the quarter ended
March 31, 2009

Comment No. 4:

We note your response to comment 10 in our letter
dated December 3, 2009. We also note that you filed an amendment to your Form 10-Q
for the quarter ended March 31, 2009 on January 15, 2010. We have the
following comments:

·                  The amended Form 10-Q did not include
the complete report. Please file an amendment to your Form 10-Q for the
quarter ended March 31, 2009 that includes the complete report and revised
certifications.

·                  We note that the certifications filed with the
amended Form 10-Q continue to deviate from the requirements of Item
601(b)(31)(i) of Regulation S-K by modifying the term “internal control
over financial reporting” in paragraphs 4(d) and 5(b). Please revise
accordingly.

Response to Comment No. 4:

We have filed an amended Form 10-Q for the
quarter ended March 31, 2009 containing a complete copy of the report and
corrected certifications.

***

3

Comment No. 5:

We note your response to comment 12 in our letter
dated December 3, 2009, and have the following comments.

·                  We note your disclosure of where amounts
under each element of compensation were projected to fall relative to targeted
amounts and to compensation levels at comparable companies. However, please
revise your disclosure to explain where compensation for each of your named
executive officers actually fell relative to targeted amounts and percentiles.
In addition, please explain your reasons for paying any amount above or below
the targeted percentiles.

·                  We note that long-term incentive plan
compensation grants were made based on a subjective evaluation of each
executive’s performance and potential and of the company’s financial position
and performance. Please describe the elements of individual performance and of
the company’s performance that were taken into account when making actual
grants. See Item 402(b)(2)(vii) of Regulation S-K. In addition, please
explain why you determined to award such incentive compensation in the form of
restricted stock.

·                  Please explain why you based the amount of
restricted stock to award in July 2008 on “l/3 the number of options
granted for the initial WEST transaction.” Further, to give context to this
discussion, please briefly describe “the initial WEST transaction” and disclose
the number of options and other compensation awarded in connection with such
transaction. See Instruction 2 to Item 402(b) of Regulation S-K.

Response to Comment No. 5:

·                  As set forth in our response to comment 16 in
our response letter dated January 15, 2010 to the comments of the Staff of
the Commissioner (the “Response Letter”), actual bonuses for 2008 approximated
186.9% of target bonuses based on the extent to which the Company exceeded the
target return on equity of 11.6%.  The
total annual cash compensation (based on the actual bonuses paid) for each of
the Named Executive Officers to the total annual cash compensation actually
paid for the survey group is set forth below.
Mr. Beaumont received no bonus because he was not employed on December 31,
2008; the other listed Named Executive Officers received approximately an
186.9% payout of target bonuses.

  Executive

  Annual Cash Compensation

  as a % of 75th Percentile

  Mr. Willis

  133

  %

  Mr. Beaumont

  43

  %

  Mr. Forsyth

  91

  %

  Mr. Nord

  101

  %

4

·                  The Committee and Mr. Willis reviewed
the long-term incentive guidelines that we previously disclosed in our response
to Comment 12 in the Response Letter and made a subjective overall assessment
with respect to the executives (other than Mr. Willis) to determine the
size of the January 2008 and December 2008 restricted stock grants to
such executives.  The Committee made a similar
subjective assessment with respect to Mr. Willis to determine the size of
his restricted stock grants.  The
Incentive Plan approved by the stockholders in 2007 provided the flexibility to
grant a variety of types of equity awards to provide long-term incentives to
employees rather than being limited to options as the prior plan required.

In
conjunction with the approval of the new incentive plan, the Committee shifted
its primary type of long-term incentive grants from options to restricted
stock.  In the Committee’s judgment,
restricted stock reduces the dilution of stockholders’ interest by giving
approximately the same value with only 1/3 of the number of shares as would be
involved in an option grant.  The introduction
of the requirement to expense option awards for financial statement reporting
purposes also makes restricted stock more attractive in both an absolute dollar
sense and simplicity in calculating the accounting expense of the grants.  The Committee also believes that restricted
stock has a stronger retention value than do options which can expire without
providing any incentive benefit.

·                  The Committee, after consulting with its
compensation consultant, has used as a general guide a 1-to-3 ratio for
restricted stock in comparison to options — a guideline of one share of
restricted stock is roughly equivalent to 3 options.  The WEST transaction involved the Willis
Engine Securitization Trust, or “WEST,” a special-purpose, bankruptcy-remote,
Delaware statutory trust that is wholly-owned by the Company and consolidated
in the Company’s financial statements.
The Company established WEST in 2005 to acquire and finance engines
owned by another of the Company’s wholly-owned subsidiaries, WEST Engine
Funding LLC.  In August 2005 and
again in March 2008, WEST issued and sold notes to finance its acquisition
of engines.  WEST’s obligations under these
notes are serviced by revenues from the lease and disposition of its engines,
and are secured by all its assets, including all its interests in its engines,
its subsidiaries, restricted cash accounts, engine maintenance reserve
accounts, all proceeds from the sale or disposition of engines, and all
insurance proceeds. WEST gives the Company the flexibility to manage the
portfolio to adapt to changes in aircraft fleets and customer demand over time,
benefiting both the Company and the investors.
The asset-backed securitization provides a significant improvement to
the Company’s capital structure by better matching debt maturity to asset
life.  It includes a warehouse facility
to provide additional borrowing capacity, which offers new capital to fund
growth and provides a structure for regular placement of additional term notes
in the future as the warehouse matures.

***

5

Comment No. 6:

We note your response to comment 15 in our letter dated December 3,
2009. Please describe the elements of individual performance that were
considered in determining to increase the base salaries of Messrs. Willis
and Forsyth and Ms. Webber. See Item 402(b)(2)(vii) of Regulation
S-K.

Response to Comment No. 6:

This response supplements the information previously
provided in response to comments 12 and 13 in our Response Letter regarding the
determination of 2008 base salaries.

The Committee considered Mr. Willis’ leadership
and the strong performance of the Company.
In 2007, the Company’s total revenue increased $16 million or 15%, lease
portfolio assets increased $142 million or 23% and earnings per diluted share
increased $0.10 to $1.66.

In Mr. Forsyth’s case, his base salary at his
hire date of January 2007 was lower than market reflecting the fact that
this was his first CFO position.  In
addition to increasing his salary to reflect his experience and growth in the
role, the Committee took note that in addition to effectively managing the
company’s regular auditing and public reporting activities, he upgraded the
staff of the accounting group in a majority of positions, successfully
negotiated a new “warehouse” facility in conjunction with our WEST securitization
and oversaw the implementation of a significant change in Company’s accounting
for maintenance reserves paid under its leases.

Mr. Willis and Mr. Nunemaker determined
the base salary increase for Ms. Webber in their discretion based on their
subjective evaluation of her performance, resulting in a merit increase
recognizing her continued excellent performance managing the company’s
technical group, which is critically important to the Company’s overall
success.

***

Comment No. 7:

We note your responses to comments 16 and 18 in our
letter dated December 3, 2009. Please explain how return on equity is
calculated. See Instruction 5 to Item 402(b) of Regulation S-K

Response to Comment No. 7:

Return on equity is calculated as net income
attributable to common shareholders divided by common equity, calculated as
total shareholders’ equity less preferred stock.

***

6

Comment
No. 8:

We note your response to
comment 24 in our letter dated December 3, 2009. Please ensure that the
additional aggregate value of accelerated equity vesting is included in your
computation of total potential severance payments. See Item 402(j) of
Regulation S-K.

Response to Comment No. 8:

The Company will ensure that the additional
aggregate value of accelerated equity vesting is included in the computation of
total potential severance payments.

***

Comment
No. 9:

The
representations requested at the end of our letter dated December 3,2009,
must be made directly by the registrant. Please provide these representations
in your next response letter.

Response to Comment No. 9:

The Company is making these representations in the following paragraph
of this letter.

-----

As requested, on behalf of
the Company I hereby acknowledge that (i) the Company is responsible for
the adequacy and accuracy of the disclosure in its filings with the Commission;
(ii) the comments of the Staff and disclosures by the Company in its
filings with the Commission in response to comments of the Staff do not
foreclose the Commission from taking any action with respect to the Company’s
filings with the Commission; and (iii) the Company may not assert the
Staff’s comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.

If you have any further comments or questions
regarding this letter, please contact me at (415) 408-4700

Very truly yours,

Bradley S. Forsyth

Chief Financial Officer

cc:                                 Hagen Ganem, Securities and
Exchange Commission

Andrew
Schoeffler, Securities and Exchange

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 28, 2010
 Mr. Bradley S. Forsyth Senior Vice President and Chief Financial Officer Willis Lease Finance Corporation 773 San Marin Drive, Suite 2215 Novato, CA  94998
 RE: Form 10-K for the year ended December 31, 2008
Form 10-Q for the quart er ended March 31, 2009
Definitive Proxy Statement on Sc hedule 14A filed on April 29, 2009
  File No. 001-15369

Dear Mr. Forsyth:
We have reviewed these filings and have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.  Form 10-K for the year ended December 31, 2008

1. Please ensure that your amended Form 10-K includes all of the information
provided in response to the comments in  our letter dated December 3, 2009.  In
this regard, we note that your amended Form 10-K should include the complete
report, including all Part III information.
2. We note your response to comment two in our letter dated December 3, 2009.
Please ensure that you identif y the series I junior part icipating preferred stock on
the cover page of the Form 10-K as being registered pursuant to Section 12(b) of
the Exchange Act.
3. We note your response to comment five in  our letter dated December 3, 2009.  In
particular, we note that one of the bases upon which you may be removed as
servicer and administrative agent for the WE ST facility is a failure to maintain
certain financial covenants.  Please disclo se these covenants and indicate whether
you a currently in compliance therewith.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
January 28, 2010 Page 2
Form 10-Q for the quarter ended March 31, 2009

4. We note your response to comment 10 in our letter dated December 3, 2009.  We
also note that you filed an amendment to  your Form 10-Q for the quarter ended
March 31, 2009 on January 15, 2010.  We  have the following comments:

• The amended Form 10-Q did not include th e complete report.  Please file an
amendment to your Form 10-Q for the quarter ended March 31, 2009 that
includes the complete report and revised certifications.

• We note that the certifications filed w ith the amended Form 10-Q continue to
deviate from the requirements of It em 601(b)(31)(i) of Regulation S-K by
modifying the term “internal control ove r financial reporting” in paragraphs
4(d) and 5(b) .  Please revise accordingly.

Definitive Proxy Statement on Schedule 14A filed on April 29, 2009
5. We note your response to comment 12 in our letter dated December 3, 2009, and
have the following comments.

• We note your disclosure of wh ere amounts under each element of
compensation were projected to fall relative to targeted amounts and to
compensation levels at comparable comp anies.  However, please revise your
disclosure to explain where compensation for each of your named executive officers actually fell relative to target ed amounts and percentiles.  In addition,
please explain your reasons for payi ng any amount above or below the
targeted percentiles.

• We note that long-term incentive plan compensation grants were made based on a subjective evaluation of each execu tive’s performance and potential and
of the company’s financial position and performance.  Please describe the
elements of individual performance a nd of the company’s performance that
were taken into account when making act ual grants.  See Item 402(b)(2)(vii)
of Regulation S-K.  In addition, please  explain why you determined to award
such incentive compensation in the form of restricted stock.

• Please explain why you based the amount of restricted stock to award in July
2008 on “1/3 the number of options granted for the initial WEST transaction.”
Further, to give context to this discus sion, please briefly de scribe “the initial
WEST transaction” and disclose the number of options and other
compensation awarded in connection with such transaction.  See Instruction 2
to Item 402(b) of Regulation S-K.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
January 28, 2010 Page 3
6. We note your response to comment 15 in our letter dated December 3, 2009.
Please describe the elements of individua l performance that were considered in
determining to increase the base salaries  of Messrs. Willis and Forsyth and Ms.
Webber.  See Item 402(b)(2)( vii) of Regulation S-K.
7. We note your responses to comments 16 and 18 in our letter dated December 3,
2009.  Please explain how return on equity is calculated.  See Inst ruction 5 to Item
402(b) of Regulation S-K.
8. We note your response to comment 24 in our letter dated December 3, 2009.
Please ensure that the additional aggregate value of accelerated equity vesting is
included in your computation of total pot ential severance payments.  See Item
402(j) of Regulation S-K.
9. The representations requested at the end of our letter dated December 3, 2009,
must be made directly by the registrant .  Please provide thes e representations in
your next response letter.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after
reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation January 28, 2010 Page 4

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Hagen Gane m, Staff Attorney, at (202) 551-3330 or, in his
absence, Andrew Schoeffler, Senior Staff Attorney, at (202) 551-3748 if you have any
questions.

 Sincerely,
 Pamela A. Long
 Assistant Director

CORRESP
1
filename1.htm

January 15, 2010

Pamela
A. Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C.  20549-4631

  Re:

  Willis
  Lease Finance Corporation

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

  Form 10-Q
  for the quarter ended March 31, 2009

  Definitive
  Proxy Statement on Schedule 14A filed April 29, 2009

  File
  No. 1-15369

Dear Ms. Long:

This
letter sets forth the responses of Willis Lease Finance Corporation (the “Company”)
to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) relating to (i) the Company’s Form 10-K
for the fiscal year ended December 31, 2008 (the “Form 10-K”), (ii) Form 10-Q
for the fiscal quarter ended March 31, 2009 and (iii) Definitive
Proxy Statement on Schedule 14A filed April 29, 2009 (the “Comment Letter”).  The responses are numbered to correspond to
the numbers of the comments in the Comment Letter.

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

Cover Page

Comment No. 1:

We note the disclosure on the cover page that
your common stock and series A preferred stock are registered pursuant to Section 12(g) of
the Exchange Act. However, it appears that these securities should be
identified as being registered pursuant to Section 12(b) of the
Exchange Act. In this regard, we note these securities appear to have been
subject to the Commission’s order set forth in Release No. 34-54240 (July 31,
2006). Please advise or revise accordingly.

Response to Comment No. 1:

The Company acknowledges that its Common Stock and Series A
preferred stock were subject to the Commission’s order set forth in Release No,
34-54240 and, accordingly are registered pursuant to Section 12(b) of
the Exchange Act.  Following resolution
of the Staff’s comments, the Company will file Amendment No 1 to the Form 10-K
(the “Amended 10-K”) that will be revised accordingly.

***

1

Comment No. 2:

We note the disclosure on a Form 8-A you filed
on October 5, 1999 that you registered under Section 12(b) of
the Exchange Act rights to purchase series A junior participating preferred
stock. We also note that the rights do not appear to have been redeemed or to
have otherwise expired or been terminated. At the time of filing the Form 8-A,
it appears that you were not eligible to register the rights under 12(b) of
the Exchange Act and should have registered them at that time under 12(g) of
the Exchange Act. Please advise or revise accordingly. Further, please revise
the cover page of the Form 10-K accordingly to reflect the rights.

Response to Comment No. 2:

The Company acknowledges that its rights to purchase
Series A junior participating preferred stock should have been registered under
Section 12(g) of the Exchange Act and not under Section 12(b) of
the Exchange Act.  The preferred stock
subject to these rights has been subsequently redesignated as Series I
junior participating preferred stock.
The Company notes that following discussions with the Staff that the
Staff has determined to not pursue this comment.

***

Item 1 -
Business, page 3

Comment No. 3:

Please review the disclosure throughout this section
and consider revising to provide a more robust and detailed explanation of the
products and services you provide, including the manner in which you source the
products you lease. In this regard, we note that the current disclosure assumes
a high-level of familiarity with your business and appears to focus more on
marketing your company rather than explaining your business. For example, the
disclosure under “Our Competitive Advantages” on page 4 does not provide
any explanation of how your business and operations supports the bulleted
assertions.

Response to Comment No. 3:

The Company believes that the disclosure in this
section already provides a robust explanation of the products and services that
it provides.  Specifically, the Company
notes that the subsections “Engine Leasing” and “Aircraft Leasing” in this
section provide a detailed explanation of the Company’s leasing
activities.  The Company nonetheless
proposes to include in the Amended 10-K the revised disclosure set forth in
Schedule 1 hereto that provides additional clarification of the Company’s
overall business objective as well as additional detail regarding the Company’s
competitive advantages.

***

2

Competition, page 7

Comment No. 4:

Please discuss the principal
methods of competition in your industry. See Item 101(c)(1)(x) of
Regulation S-K.

Response to Comment No. 4:

In response to the Staff’s comment, the Company
proposes to include in the Amended 10-K the revised disclosure set forth in
Schedule 1 hereto.

***

Item 1A - Risk Factors, page 9

Risks Relating to Our Small Size
and Corporate Structure, page 17

We are the servicer and
administrative agent for the WEST facility..., page 18

Comment No. 5:

We note your disclosure that you “may be removed as
servicer and administrative agent by the affirmative vote of a requisite number
of holders of WEST facility notes upon the occurrence of specified events.”
Discuss these specified events.

Response to Comment No. 5:

In response to the Staff’s comment, the Company
proposes to include in the Amended 10-K the following revised risk factor:

We are the servicer and administrative agent for the WEST
facility and our cash flows would be materially and adversely affected if we
were removed from these positions.

We are the servicer and administrative agent with respect to engines in
the WEST facility. We receive annual fees of 11.5% as servicer and 2.0% as
administrative agent of the aggregate net rents actually received by WEST on
its engines. We may be removed as servicer and administrative agent by the
affirmative vote of a requisite number of holders of WEST facility notes upon
the occurrence of certain specified events, including the following events,
subject to WEST following certain specified procedures and providing us certain
cure rights as set forth in the servicing agreement:

·                  We fail to
perform the requisite services set forth in the servicing agreement or
administrative agent agreement;

3

·                  We fail to
provide adequate insurance or otherwise materially and adversely affects the
rights of WEST;

·                  We cease to be
engaged in the aircraft engine leasing business;

·                  We become
subject to an insolvency or bankruptcy proceeding, either voluntarily or
involuntarily;

·                  We fail to
maintain certain financial covenants set forth in the servicing agreement;

·                  We undergo one
of certain of change of control transactions set forth in the servicing
agreement; and

·                  We default in
the payment of other indebtedness of $10.0 million or more or indebtedness
in such amount shall have been accelerated as a result of an event of default
under the applicable agreements.

If
we are removed, our expenses would increase since our consolidated subsidiary,
WEST, would have to hire an outside provider to replace the servicer and
administrative agent functions, and we would be materially and adversely
affected. Consequently, our business, financial condition, results of
operations and cash flows would be adversely affected.

***

Item 5 - Market for the
Registrant’s Common Equity and Related Stockholder..., page 19

Comment No. 6:

With respect to the equity compensation plan table,
please clarify whether the 1996 Stock Option/Stock Issuance Plan and the 2007
Stock Incentive Plan were approved by security holders.  See Item 201(d) of Regulation S-K.  Further, it appears the 2007 Stock Incentive
Plan authorized awards of up to 2,000,000 shares of common stock.  Please reconcile the authorized number of
shares and the amount disclosed in the table.

Response to Comment No. 6:

The 1996 Stock Option/Stock Issuance Plan and the
2007 Stock Incentive Plan were approved by security holders.  The 2007 Stock Incentive Plan authorized
2,000,000 shares of common stock.
829,862 shares of restricted stock were granted under the 2007 Stock
Incentive Plan by December 31, 2008.
Of this amount, 33,043 shares of restricted stock were withheld or
forfeited and returned to the pool of shares which could be granted under the
2007 Stock Incentive Plan resulting in a net number of 1,203,181 shares which
were available as of December 31, 2008 for future issuance under the 2007
Incentive Plan.

***

4

Item 9A -
Controls and Procedures, page 30

Comment No. 7:

We note your description of
the definition of internal control over financial reporting.  The description appears to be based on the
definition of internal control over financial reporting set forth in Rules 13a-15(f) and
15d-15(f) under the Exchange Act.
As described, however, the description does not fully conform to the
definition set forth in those rules given that it does not indicate that
your internal control over financial reporting were designed by, or under the
supervision of, your principal executive and principal financial officers and
effected by your board of directors, management, and other personnel and
includes those policies and procedures as described in subparts (1), (2), and (3) of
the above-referenced rules.  Please
revise your disclosure to confirm, if true, that your management’s conclusion
regarding effectiveness is based on the full definition of internal control
over financial reporting set forth in the applicable rules.  Alternatively, you may simply state, if true,
that your management concluded on the applicable dates that your internal control
over financial reporting was effective.

Response to Comment No. 7:

In response to the Staff’s comment, the Company
proposes to include in the Amended 10-K the following revised Item 9A:

  ITEM 9A.

  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Based
on management’s evaluation (with the participation of our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO)), as of the end of the
period covered by this report, our CEO and CFO have concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the Exchange Act)), are
effective to provide reasonable assurance that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in SEC rules and forms, and is accumulated and communicated to management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations on Controls.  Management, including the CEO and CFO, does
not expect that our disclosure controls and procedures will prevent or detect
all error and fraud. Any control system, no matter how well designed and
operated, is based upon certain assumptions and can provide only reasonable,
not absolute, assurance that its objectives will be met.  Further, no
evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of
fraud, if any, within the Company have been detected.  The design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs.

5

Management’s Report on Internal Control over Financial
Reporting.  Our management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act of 1934.  Our internal control over financial reporting
includes policies and procedures that: (a) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect our
transactions and dispositions of assets; (b) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with U.S. generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance with
authorizations of our management and Board of Directors; and (c) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on our financial statements. Our internal control over financial reporting is a
process designed with the participation of our principal executive officer and
principal financial officer or persons performing similar functions to provide
reasonable assurance to our management and board of directors regarding the
reliability of financial reporting and preparation of financial statements for
external purposes in accordance with generally accepted accounted principles

Our management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2008. In
making this assessment, we used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework .
Based on this assessment our management believes that, as of December 31,
2008, our internal control over financial reporting is effective under those
criteria. This annual report does not include an attestation report of the
Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the company to provide only
management’s report in this annual report.

(b) Changes
in internal control over financial reporting. There has been no
change in our internal control over financial reporting during our fourth
fiscal quarter ended December 31, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

***

Item 15 - Exhibits and Financial
Statement Schedules, page 31

Comment No. 8:

Please re-file your Second Amended and Restated
Credit Agreement, dated June 30, 2006, to include the omitted exhibits
referenced therein.  See Item 601(b)(10) of
Regulation S-K.

6

Response to Comment No. 8:

On November 20, 2009 the Company entered into a new Credit
Agreement dated November 19, 2009 (the “New Credit Agreement”) and used
the proceeds from this facility to retire the indebtedness evidenced by the
Second Amended and Restated Credit Agreement, dated June 30, 2006 (the “Prior
Credit Agreement”).  The Company filed a
Report on Form 8-K on November 25, 2009 in connection this
transaction.  Because the Prior Credit
Agreement is no longer effective the Company respectfully submits that that the
Prior Credit Agreement need not be refiled.
The Company will file the New Credit Agreement, including all exhibits,
schedules and annexes thereto, in connection with the filing of its Annual
Report on Form 10-K for the year ended December 31, 2009 (the Company
intends to seek confidential treatment with respect to certain portions of the
New Credit Agreement).

***

Exhibits
31.1 and 31.2

Comment No. 9:

We note that paragraph 4 omits the certification
regarding internal control over financial reporting required by Item 601(b)(31)
of Regulation S-K, as well as the reference to the internal control over
financial reporting in the introductory paragraph.  Please revise accordingly.  Please also comply with this comment with
respect to your Form 10-Q for the quarter ended March 31, 2009.

Response to Comment No. 9:

The Company will include revised exhibits 31.1 and
31.2, which reflect the language required by Item 601(b)(31) of Regulation S-K,
in its Amended

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
December 3, 2009
 Mr. Bradley S. Forsyth Senior Vice President and Chief Financial Officer Willis Lease Finance Corporation 773 San Marin Drive, Suite 2215 Novato, CA  94998
 RE: Form 10-K for the year ended December 31, 2008
Form 10-Q for the quart er ended March 31, 2009
Definitive Proxy Statement on Sc hedule 14A filed on April 29, 2009
  File No. 1-15369

Dear Mr. Forsyth:
We have reviewed these filings and have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the year ended December 31, 2008

 Cover Page

1. We note the disclosure on the cover page  that your common stock and series A
preferred stock are registered pursuant to  Section 12(g) of the Exchange Act.
However, it appears that these securities should be identified as being registered
pursuant to Section 12(b) of  the Exchange Act.  In this regard, we note these
securities appear to have been subject  to the Commission’s order set forth in
Release No. 34-54240 (July 31, 2006).  Please advise or revise accordingly.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 2 of 7
2. We note the disclosure on a Form 8-A you filed on October 5, 1999 that you
registered under Section 12(b) of the Ex change Act rights to purchase series A
junior participating preferre d stock.  We also note that the rights do not appear to
have been redeemed or to have otherwise expired or been terminated.  At the time
of filing the Form 8-A, it appears that you were not elig ible to register the rights
under 12(b) of the Exchange Act and should have registered them at that time
under 12(g) of the Exchange Act.  Please ad vise or revise accordingly.  Further,
please revise the cover page  of the Form 10-K accordingly to reflect the rights.
 Item 1 - Business, page 3

3. Please review the disclosure  throughout this section and consider revising to
provide a more robust and detailed expl anation of the products and services you
provide, including the manner in which you s ource the products you lease.  In this
regard, we note that the current disclosure assumes a high-level of familiarity with your business and appears to focus more on marketing your company rather than
explaining your business.  For example, the disclosure under “Our Competitive Advantages” on page 4 does not provide any explanation of how your business
and operations supports th e bulleted assertions.
 Competition, page 7

4. Please discuss the principal methods of competition in your industry.  See Item
101(c)(1)(x) of Regulation S-K.
 Item 1A - Risk Factors, page 9

 Risks Relating to Our Small Size a nd Corporate Structure, page 17

 We are the servicer and administrative agent for the WEST facility…, page 18

5. We note your disclosure that you “may be removed as servicer and administrative
agent by the affirmative vote of a requisit e number of holders of WEST facility
notes upon the occurrence of specified even ts.”  Discuss these specified events.
 Item 5 - Market for the Registrant’s Common Equity and Related Stockholder…, page 19

6. With respect to the equity compensation plan table, please clarify whether the
1996 Stock Option/Stock Issuance Plan a nd the 2007 Stock Incentive Plan were
approved by security holders.  See Item 201(d) of Regulation S-K.  Further, it
appears the 2007 Stock Incentive Plan authorized awards of up to 2,000,000
shares of common stock.  Please reconcile the authorized number of shares and
the amount disclosed in the table.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 3 of 7
Item 9A - Controls and Procedures, page 30

7. We note your description of the definiti on of internal control over financial
reporting.  The description appears to be  based on the definition of internal
control over financial reporting set fort h in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act.  As described, however,  the description does not fully conform
to the definition set forth in those rule s given that it does no t indicate that your
internal control over financial re porting were designed by, or under the
supervision of, your principal executive and principal financial officers and
effected by your board of directors,  management, and other personnel and
includes those policies and procedures as de scribed in subparts (1), (2), and (3) of
the above-referenced rules.  Please revise your disclosure to confirm, if true, that
your management’s conclusion regarding effectiveness is based on the full definition of internal control over financial reporting set forth in the applicable rules.  Alternatively, you may simply state, if true, that your management
concluded on the applicable dates that  your internal control over financial
reporting was effective.
 Item 15 - Exhibits and Financia l Statement Schedules, page 31

8. Please re-file your Second Amended and Restated Credit Agreement, dated June 30, 2006, to include the omitted exhibits refe renced therein.  See Item 601(b)(10)
of Regulation S-K.

Exhibits 31.1 and 31.2

9. We note that paragraph 4 omits the certif ication regarding in ternal control over
financial reporting required by Item 601(b)(3 1) of Regulation S-K, as well as the
reference to the internal control over financial reporting in the introductory
paragraph.  Please revise accordingly.  Please also comply with this comment
with respect to your Form 10-Q for the quarter ended March 31, 2009.
10. Please revise paragraphs 4(c) and (d) a nd 5(a) of your certifications to read
exactly as set forth in Item 601(b)(31) of Regulation S-K.  Please also comply with this comment with respect to your Form 10-Q for the quarter ended March 31, 2009.

Definitive Proxy Statement on Schedule 14A filed on April 29, 2009

Compensation Discussion & Analysis, page 9
11. Under an appropriately captioned heading, please disclose the material terms of
the each named executive officer’s employment agreement or arrangement, whether written or unwritten.  Refer to  Item 402(e)(1) of Regulation S-K.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 4 of 7
Compensation Philosophy and Objectives, page 9

12. We note that your compensation committee considers the practices of comparable
sized companies when designing your executive compensation programs and that
it targets overall compensation at the 75th percentile of prevailing market
compensation.  Please identify the specific companies against which you compare the total compensation levels, indicate  where each named executive officer’s
actual compensation fell with respect to the 75
th percentile, and explain your
reasons for paying any amount above or belo w the targeted per centile.  See Item
402(b)(2)(xiv) of Regulation S-K.  Furthe r, please clarify whether you target
individual elements of compensation.
 Governance of Compensation Programs, page 9

13. Describe in further detail  your reasons for increasing base salaries for Messrs.
Willis and Forsyth, and explain why you entered into a revised employment
agreement with Mr. Willis in December  2008.  In addition, discuss your reasons
for increasing Ms. Webber’s salary in 2008.
 Elements of Compensation, page 10

14. Please provide clear disclosure that a ddresses how each compensation component
and your decisions regarding these elem ents fit into your overall compensation
objectives and their impact regarding other elements.  See Item 402(b)(1)(vi) of
Regulation S-K.  Clarify whether you review each element of compensation
independently or whether you consider each  element collectively with the other
elements of your compensation program when establishing the various forms and levels of compensation.  In doing so, pl ease provide sufficient quantitative or
qualitative disclosure as appropriate of the analyses  underlying the Executive
Compensation Committee’s decision to ma ke specific compensation awards and
how decisions regarding one type of aw ard motivate the Committee to award or
consider other forms of compensation.  Explain and place in context how you
considered each element of compensation and why determinations with respect to
one element may or may not have infl uenced the Committee’s decisions with
respect to other allocated or contemplated awards.
 Base Salary, page 10

15. Please disclose the elements of individua l performance that you considered when
determining base salary amounts, and e xplain how actual performance influences
actual salary amounts.  To the extent th at considerations vary among your named
executive officers, discuss separately.  Further, please clarify what you mean by “internal comparability considerations.”  See Item 402(b)(2)(vii) of Regulation S-
K.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 5 of 7
Annual Incentive Compensation, page 10

16. We note that annual incentive compen sation payouts are based on actual
performance compared to pre-establishe d individual and company goals.  Please
clearly identify all specific items of cor porate and individual performance that are
taken into account in setting compensation policies and making compensation
decisions.  Disclose all previously established goals and discuss how the
compensation awarded reflects those goals.  If you believe that disclosure of such information would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b)  of Regulation S-K, please provide us
with a detailed explanation supporting your conclusion.  To the extent that it is appropriate to omit specific targets or pe rformance objectives, you are required to
provide appropriate disclosure pursuant to Instruction 4 to Item 402(b) of
Regulation S-K.  In discussing how difficu lt or likely it will be to achieve the
target levels or other factors, you shou ld provide as much detail as necessary
without disclosing information that poses a reasonable risk of competitive harm.
Refer generally to Question 118.04 of the Regulation S-K Compliance and
Disclosure Interpretations.
17. Please disclose the target bonus percenta ges for each named executive officer and
explain how these percentages were determined.
18. Provide a materially complete descrip tion of the correlation between performance
under the incentive program and the payouts actually made to each of your named executive officers in 2008.  Please understa nd that discussion of  the various items
of corporate and individual performance that were considered by the Executive
Compensation Committee must be accompanied by a complete qualitative and quantitative discussion of how the Committee determined awards in 2008.  For each named executive officer state the fact ors that you considered in deriving the
payouts awarded and provide substantive analysis and insi ght into why the
Committee determined that the levels of compensation were a ppropriate in light
of the factors considered.
 Long-Term Incentive Compensation, page 10

19. We note that awards under your long-t erm incentive program are intended “to
provide potential gains that  are competitive with those offered in comparable
companies.”  Please explain how actual equity amounts awarded to each named executive officer are determined in order to  fulfill the program’s stated intent.  In
addition, discuss whether and how other forms of compensation that you pay your
named executive officers influence the amounts of long-term incentive compensation that you award.  See Items 402(b)(1)(v) and (vi) of Regulation S-K.

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation
December 3, 2009 Page 6 of 7
Summary Compensation Table, page 12

20. In footnote (5) to your summary compen sation table, please describe your
methodology for computing the aggregate incremental cost of Mr. Willis’s
perquisites and other personal benefits.  S ee Instruction 4 to Item 402(c)(2)(ix) of
Regulation S-K.

Grants of Plan-Based Awards, page 13
21. Based on the discussion provided on page  10, your annual incentive compensation
program includes a threshold below which payouts are not made.  Please revise
your grants of plan-based awards table to reflect such threshold.
22. Please provide additional tabular and foot noted disclosure to explain the grant
date fair value amount of stock and/or options awarded to Mr. Beaumont in 2008.
 Outstanding Equity Awards at Fiscal 2008 Year-End, page 14

23. Please revise footnote (2) to indicate whic h stock awards vest in four versus 5
years and disclose when each award was granted.  See Instruction 2 to Item
402(f)(2) of Regulation S-K.
 Potential Payments on Termination or Change of Control, page 16

24. Please quantity the value of the stock a nd option awards that  would immediately
vest upon termination or a change in c ontrol, explain how these values were
determined, and include them in your computation of total severance under each
scenario.  See Item 402(j) of Regulation S-K.
25. We note from footnote (8) to your su mmary compensation table that Mr.
Beaumont was paid $754,000 in severance.  Please provide disclosure under this
heading quantifying each component of se verance actually paid and describing
how those amounts were determined.  S ee Instruction 4 to Item 402(j) of
Regulation S-K.

Certain Relationships and Re lated Transactions, page 20
26. We note the disclosure in the first paragraph.  Please disclose the information
required by Item 404(b)(1)(iv) of Regulation S-K.

*    *    *    *

Mr. Bradley S. Forsyth
Willis Lease Finance Corporation December 3, 2009 Page 7 of 7
Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                      June 25, 2008
Bradley S. Forsyth
Senior Vice President and Chief Financial Officer Willis Lease Finance Corporation 773 San Marin Drive, Suite 2215 Novato, California 91998
 RE: Willis Lease Finance Corporation
Form 10-K for Fiscal Year  Ended December 31, 2007
Form 10-Q for Fiscal Quarter Ended March 31, 2008 File No. 1-15369

Dear Mr. Forsyth:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Ernest Greene, Staff Account ant, at (202) 551-3733, or in his absence,
Nudrat Salik, Staff Acco untant, at (202) 551-3692.

       S i n c e r e l y ,           R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

June 5,
2008

Mr. Rufus
Decker

Accounting
Branch Chief

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C.  20549-7010

  RE:

  Willis
  Lease Finance Corporation

  Form 10-K for the Fiscal Year Ended December 31, 2007

  Form 10-Q for Fiscal Quarter Ended March 31, 2008

  File No. 1-15369

Dear
Mr. Decker:

We,
Willis Lease Finance Corporation (“Willis” or the “Company”), are responding to
your letter dated May 23, 2008.  For
ease of reference, the numbered paragraphs below correspond to the numbered
comments of your letter, with your comments in bold italics.

Form 10-K
FOR THE YEAR ENDED DECEMBER 31, 2007

Financial Statements

(4) — Note Payable, page 43

2.                                      We
have read your response to comment seven from our letter dated April 25,
2008. It is not clear how you determined that there is no difference in the
accounting treatment whether the change in terms is accounted for as a
modification or as an extinguishment. Please provide us with a comprehensive
analysis to show your consideration of EITF 96-19 in determining the
appropriate accounting for the change in terms. Your explanation should include
your analysis of whether the present value of the cash flows under the terms of
the new notes are at least 10 percent different from the present value of the
remaining cash flows under the terms of the original notes as required by EITF
96-19.

Response:

The
WEST Series 2005-A2 and Series 2005-B2 notes are short term revolving
notes representing commitments pursuant to which the note holders agree to make
funds available for borrowing, repayment and re-borrowing from time to time.
These notes are not term notes but are more representative of a revolving
credit facility or line of credit, and as such the appropriate accounting
guidance to analyze the change in debt is provided in EITF 98-14, Debtor’s
Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements. EITF
96-19, Debtor’s Accounting for a Modification or Exchange of Debt Instruments,
provides guidance for modifications to or exchanges of term debt

instruments
and does not specifically address the accounting for modifications to or
exchanges of a line of credit or revolving debt arrangement. EITF 98-14
provides guidance for how to account for changes to lines of credit including
accounting for unamortized costs at the time of the change in debt as well as
fees paid to or received from the creditor and third party costs incurred.
Because of the structure of these notes, we utilized the guidance provided in
EITF 98-14 to account for the change in ownership of the WEST Series 2005-A2
and Series 2005-B2 notes rather than EITF 96-19.

As
part of the WEST refinancing, there was a change in ownership of the WEST Series 2005-A2
and Series 2005-B2 notes. In connection with the change in ownership, the
margin paid on each series was reduced. There were no unamortized debt issuance
costs related to these notes remaining at July 25, 2007 when the change in
ownership took place. In addition, there were no payments to the warehouse note
holders to affect the change. Due to the change in lender, this transaction was
an extinguishment under the EITF 98-14 model. As there were no costs to write
off or payments made, the application of the guidance in EITF 98-14 did not
result in a debt extinguishment charge at the time of the change in ownership.

Form 10-Q
for the Quarterly Period Ended March 31, 2008

Note
1 — Summary of Significant Accounting Policies

(b) Fair
Value Measurements, page 7

3.                                      You
disclose that you rely on market to market valuations prepared by a third party
derivative valuation firm. Please identify this third party valuation firm, or
revise your disclosure to eliminate the reference to them.

Response:

We
will revise our disclosure in future filings to eliminate the reference to the
third party valuation firm.

Item
4 — Controls and Procedures, page 13

4.                                      You
indicated in your response to comment three from our letter dated April 25,
2008 that you will revise your disclosure to state that your disclosure
controls and procedures are effective without providing any part of the
definition. However, your current disclosure still provides a part of the
definition. Please revise your disclosure to simply state that your disclosure
controls and procedures are effective, or not effective, without providing any
part of the definition of disclosure controls and procedures that is included
in Exchange Act Rules 13a-15(e) and 15d-15(e).

Response:

We
will revise our disclosure in future filings to include the full definition from
Rules 13a-15(e) and 15d-15(e) which will read as follows:

Evaluation
of Disclosure Controls and Procedures

Based
on management’s evaluation (with the participation of our Chief Executive
Officer  (CEO) and Chief Financial
Officer (CFO)), as of the end of the period covered by this report, our CEO and
CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the
Exchange Act)), are effective to provide reasonable assurance that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in SEC rules and forms, and is accumulated and
communicated to management, including our principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.

Inherent
Limitations on Controls

Management,
including the CEO and CFO, does not expect that our disclosure controls and
procedures will prevent or detect all error and fraud. Any control system, no
matter how well designed and operated, is based upon certain assumptions and
can provide only reasonable, not absolute, assurance that its objectives will
be met.  Further, no evaluation of
controls can provide absolute assurance that misstatements due to error or
fraud will not occur or that all control issues and instances of fraud, if any,
within the Company have been detected.
The design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs.

* * *

As
you requested, this letter constitutes a statement by the Company acknowledging
that:

·                  The Company is responsible for the adequacy
and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure in
response to staff comments do not foreclose the Securities Exchange Commission
(the “Commission”) from taking any action with respect to the filing; and

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

We
believe that the foregoing is responsive to your comments.  If you should have any questions or further
comments, please do not hesitate to contact me at (415) 408-4700.

Sincerely,

Willis
Lease Finance Corporation

  By:
  /s/ Bradley S. Forsyth

  Bradley
  S. Forsyth

  Senior
  Vice President and Chief Financial Officer

  Willis
  Lease Finance Corporation

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             May 23, 2008
 Bradley S. Forsyth Senior Vice President and Chief Financial Officer Willis Lease Finance Corporation 773 San Marin Drive, Suite 2215 Novato, California 91998
 RE: Willis Lease Finance Corporation
Form 10-K for Fiscal Year  Ended December 31, 2007
Form 10-Q for Fiscal Quarter Ended March 31, 2008
File No. 1-15369

Dear Mr. Forsyth:

We have reviewed your letter date d May 9, 2008 and have the following
comments.  Where indicated, we think you should revise your disclosures in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requir ements and to enhance the
overall disclosure in your filing.  We look forw ard to working with you in these respects.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the phone numbers listed below.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007

General

1. Where a comment below requests additional disclosures or other revisions, please
show us in your response what the revi sions will look like.  These revisions
should be included in your future fili ngs, including your interim filings where
appropriate.
 Financial Statements

 (4) – Note Payable, page 43

2. We have read your response to comment  seven from our letter dated April 25,
2008.  It is not clear how you determined that there is no difference in the

Mr. Bradley Forsyth
May 23, 2008 Page 2
accounting treatment whether the change  in terms is accounted for as a
modification or as an extinguishment.  Please provide us with a comprehensive
analysis to show your cons ideration of EITF 96-19 in determining th e appropriate
accounting for the change in terms.  Your explanation s hould include your
analysis of whether the pr esent value of the cash flows under the terms of the new
notes are at least 10 percent different from the present value of the remaining cash
flows under the terms of the original notes as required by EITF 96-19.

Form 10-Q for the Quarterly Period Ended March 31, 2008

 Note 1 – Summary of Significant Accounting Policies

(b) Fair Value Measurements, page 7
 3. You disclose that you rely on market to market valuations prepared by a third
party derivative valuation fi rm.  Please identify this thir d party valuation firm, or
revise your disclosure  to eliminate the reference to them.
 Item 4 – Controls and Procedures, page 13

4. You indicated in your response to comment  three from our letter dated April 25,
2008 that you will revise your disclosure to state that your disclosure controls and
procedures are effective without providi ng any part of the definition.  However,
your current disclosure still provides a pa rt of the definition.  Please revise your
disclosure to simply stat e that your disclosure cont rols and procedures are
effective, or not effective, without providing any part of the definition of
disclosure controls and procedures that is included in Exchange Act Rules 13a-
15(e) and 15d-15(e).

*    *    *    *

Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.

Mr. Bradley Forsyth
May 23, 2008 Page 3
You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Nudrat Salik, Staff Accountant,  at (202) 551-3692, if you have questions
regarding comments on the financial statements and related matters.
        Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

May 9,
2008

Mr. Rufus
Decker

Accounting
Branch Chief

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C.  20549-7010

  RE:

  Willis
  Lease Finance Corporation

  Form 10-K
  for the Fiscal Year Ended December 31, 2007

  File
  No. 1-15369

Dear
Mr. Decker:

We,
Willis Lease Finance Corporation (“Willis” or the “Company”), are responding to
your letter dated April 25, 2008.
For ease of reference, the numbered paragraphs below correspond to the
numbered comments of your letter, with your comments in bold italics.

Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18

2.                                      On
page 18, you indicate that beginning July 1, 2006 you changed the
depreciation estimate related to the residual value of certain engines for
which marketability has improved in the prior year. You also indicate that
beginning April 1, 2007 you changed the depreciation estimate related to
certain older engine types in your portfolio. Please revise your disclosure to
include the effect on net income and any related per share amounts of the
current period as required by paragraph 22 of SFAS 154.

Response:

The
net effect of these changes in depreciation estimates is a reduction in 2007
net income of $0.4 million or $0.05 in diluted earnings per share over what net
income would have otherwise been had these changes in depreciation estimates
not been made.
Because we do not consider the effect of these changes to be material,
we do not believe it is necessary to file an amended form 10-K report for
2007.  However, we will revise our
disclosure in future filings to include the effect on net income and any
related per share amounts of the current period.

Item
9A – Controls and Procedures, page 25

3.                                      Please
state your conclusion about the effectiveness of disclosure controls and
procedures while providing the complete definition of disclosure controls and

procedures. Alternatively, you may simply state
that your disclosure controls and procedures are effective, or not effective,
without providing any part of the definition of disclosure controls and
procedures that is included in Exchange Act Rules 13a-15(e) and
15d-15(e).

Response:

We
will revise our disclosure in future filings to simply state that our
disclosure controls and procedures are effective, without providing any part of
the definition of disclosure controls and procedures.

Financial
Statements

(1) Organization
and Summary of Significant Accounting Policies, page 36

(c) Accounting
for Planned Major Maintenance Activities, page 36

4.                                      Through
2006, use fees received were recorded as a maintenance reserve liability until
such time as maintenance costs were reimbursed to the lessee or incurred by you
after the end of the lease. Commencing in 2007 and applied retrospectively, use
fees received are recognized in revenue as maintenance reserve revenue if they
are not reimbursable to the lessee. Your expenditures for maintenance are
expensed as incurred. The change in accounting policy resulted in a revision of
depreciation estimates for some engines. Please help us further understand your
accounting for use fees. Please
address the following:

·                  Your disclosures indicate that the change in accounting of use
fees received is related to your adoption of FSP AUG AIR-1.  Please help us understand how the guidance in
this FSP led to your change in accounting;

·                  Please
help us understand how the change in accounting policy led to a revision of
depreciation estimates for some engines; and

·                  Please
tell us which accounting literature you used through 2006 as well as which
accounting literature you are currently using to determine the appropriate
accounting for use fees.  Please provide
us with a comprehensive explanation of how your accounting complies with the
corresponding accounting literature.  The
explanation for your accounting should address how you determined it was
appropriate to present these amounts as revenue as well as the timing of when
you record these amounts as revenue.

Response:

You have asked for clarification of the
Company’s previous accounting recognition and presentation for engine leasing
activities and how the FSP AUG AIR-1 (FSP) impacted the accounting
treatment.  Please note that upon
implementing the FSP, all periods presented in our 2007 Annual Report on Form 10-K
were recast to conform to the revised accounting policy and its impacts on the
Company’s financial reporting for leasing activities disclosed.

Financial
Statement Recognition and Presentation Prior to Adoption of the FSP

Aircraft
engines have long useful lives but do require substantial periodic maintenance
and parts replacement in order to comply with FAA standards and achieve their
useful lives.  The Company’s business
model and lease agreements are generally designed to achieve a rate of return
on its asset’s cost (base lease rent) and to have the lessees be contractually
responsible for maintenance based on usage (similar to a “triple net lease” in
real estate).  The lessee’s maintenance
responsibility was achieved through a “return condition” contractual
requirement and payment of monthly use fees based on activity that created “maintenance
reserves” to ensure lessee performance of its maintenance obligations.

Historically,
the majority of the Company’s leases were of a long term nature and required
lessees to pay both a base lease rent and a use fee based on rates in the lease
and extent of usage of the engine.  Even
though the lease terms sometimes varied as to when and how lessee-funded
maintenance was to accrue and reimbursements were to be processed, all use fees
were recorded as maintenance reserves.
The establishment of these maintenance reserves effectively resulted in “accrue
in advance” maintenance accounting as the amount recorded was established based
on the expected cost of the maintenance even though it was cash funded by
lessee use fees.  The maintenance
reserves were generally sufficient to cover the maintenance performed by the
lessee or the Company such that the Company suffered no “net” maintenance
expense.  The base lease rent amounts
were always recorded as revenue based on the terms of the lease and SFAS No. 13
and the balance of the maintenance reserve was considered to be the appropriate
accrual for future engine maintenance until the maintenance was performed or
the engine was sold.

Impact of FSP AUG AIR-1 on Accounting for Lease Activity and Related
Maintenance

In
September 2006, the FASB issued the FSP which prohibits the accrual of
maintenance costs for planned maintenance events as the accrual does not meet
the Concept Statement No. 6 definition of a liability- there is no
contractual obligation to pay maintenance when such accruals are made.

When
considering the maintenance reserve liability after the implementation date of
the FSP, the Company had to bifurcate leases into two groups as there was no
longer a basis under GAAP to retain a liability on the balance sheet representing
un-contracted maintenance.

One
group of leases contained contractual rights for the lessee to be reimbursed
for maintenance out of amounts it paid to the Company as use fees.  Those payments continue to be accounted for
as deferred revenue (maintenance reserves) until the right to reimbursement is
contractually terminated.  The other
group does not contain reimbursement rights and therefore the Company
recognizes the use fees as revenue as earned and no longer recognizes a
maintenance liability under the application of the FSP.  The Company considers this to be compliant
with SAB 104. Where receipts from customers are subject to refund, it is
appropriate to not recognize revenue until the refund period ended. As a
result, we concluded that deferral on the balance sheet as a liability appears
appropriate during the term of a lease, until such time that the lessee undertakes
a maintenance event during the lease and is reimbursed for the amount spent, or
the lease comes to an end, at which time any amount remaining is released to
maintenance reserve revenue.

The
adoption of the FSP and the change to accounting for maintenance reserves
impacted our accounting for depreciation as the implementation of the FSP
required a revision to the calculation of asset impairment in prior years.  Prior to the adoption of the FSP, maintenance
reserves were considered in the impairment calculation.  After adopting the FSP, to the extent that
maintenance reserves were no longer recorded, some additional impairments were
required which resulted in depreciation to be recalculated in the income
statement.

We
believe the above discussion is responsive to the clarification you
requested.  In summary, the Company
believes it captured the interaction between revenue recognition and engine
maintenance under its various lease agreements in accordance with GAAP both pre
and post FSP.

(i) Property,
Equipment and Furnishings, page 39

5.                                      You
indicate that leasehold improvements are recorded at cost and depreciated by
the straight-line method over the lease term. Please confirm that leasehold
improvements are depreciated over the shorter of the lease term or useful life
of the leasehold.

Response:

We
confirm that leasehold improvements are depreciated over the shorter of the
lease term or useful life of the leasehold and will revise our disclosure in
future filings to state this.

(1) Restricted
Cash, page 39

6.                                      It
appears that you reflect changes in restricted cash as cash flows from
operating activities as well as in cash flows from financing activities. Please
disclose how you determine which category of cash flows to reflect the change
in accordance with SFAS 95.

Response:

Restricted
cash includes amounts paid by lessees to Willis that are restricted from
general corporate use due to contractual stipulations in our lending
agreements, primarily security deposits and maintenance reserve payments received
for engines that reside within our asset backed securitization known as WEST.

Cash
from maintenance reserve payments historically was held in a restricted cash
account. However, an amendment to the WEST Indenture in December 2007
resulted in the redeployment of cash that is now available to fund future
engine purchases. The cash made available from this change in the terms of our lending
arrangements has been reflected as cash provided by financing activities in the
Statement of Cash Flows in 2007 as the cash flow was caused by a change in our
financing arrangements.

All
other activity in the period affecting the restricted cash balances represents
normal operating activities resulting from the receipt of amounts from lessees
or the payment of amounts to lessees for maintenance events under our WEST
engine lease agreements. These amounts have been reflected as cash provided by
or used in operating activities in the Statement of Cash Flows.

(4) Note
Payable, page 43

WEST
Series A2 and Series B2 notes

7.                                      Interest
on the Series A2 and Series B2 notes is determined by taking
one-month LIBOR plus a stated margin. On page 44, you indicate that on July 25,
2007, the margin on the Series A2 notes was reduced from 1.50% to 1.25%
and the Series B2 note margin was reduced from 6.00% to 2.75%. Please tell
us how you accounted for the modification of the margins for these notes.
Please tell us what consideration you gave to EITF 96-19 in your analysis of
the accounting for this modification.

Response:

As
part of the WEST refinancing, there was a change in ownership of the WEST Series 2005-A2
and Series 2005-B2 notes. As part of the change in ownership, the margin
paid on each series was reduced. These notes fund a warehouse facility, for
which there were

no
unamortized debt issuance costs remaining at July 25, 2007 when the change
in ownership took place. In addition, there were no payments to the warehouse
note holders to affect the change. As there were no costs to write off or
payments made, there is no difference in accounting treatment whether the
change in terms is accounted for as a modification or as an extinguishment.

WEST
2008 Series B1 notes

8.                                      Your
investment banker is the holder of the 2008 Series B1 notes and retains
the right to sell the notes in the open market in the event that the notes are
not re-sold to other investors prior to April 30, 2008. In the event a
sale of the notes takes place, you are obligated to pay to your investment
banker the difference between the amount paid by them for the 2008 Series B1
notes and the amount realized from the sale of the notes, net of accrued
interest. You state that this amount will be recorded as an expense in the
period. Please tell us what consideration you gave to FIN 45 in accounting for
this right held by the investment banker.

Response:

Our
investment banker is acting as our agent in placing the 2008 Series B1
notes. As part of the WEST refinancing, on March 28, 2008, our investment
banker purchased $20.3 million of B1 notes, with the intent to place them with
long term investors. Their involvement as temporary owners of the B1 notes is
part of the selling process for the notes as a result of their agent
relationship with Willis related to the WEST refinancing. The make-whole
provision in the agreement with our investment banker which provides that
Willis will make up any difference regarding the amount paid by our investment
banker and the amount ultimately received upon sale of the B1 notes supports
the determination that this is an agency arrangement. As the investment banker
is acting as an agent, there is no guarantee between the parties. Therefore,
FIN 45 in not applicable to this transaction. When the notes are placed with
long term investors, any amount paid by Willis to our investment banker would
be recorded as a purchase discount for the B1 notes. Any amounts received by
our investment banker in excess of par would be recorded as a purchase premium.
Any shortfall would be amortized over the term of the B1 notes, rather than be
expensed in the period. Please be advised that we have modified our disclosure
in the 10-Q report for the quarter ended March 31, 2008 to describe the
accounting treatment related to the proceeds received from the eventual sale of
the B1 notes, as follows:

Our investment
banker is the holder of $20.3 million of the Series 2008-B1 notes and
retains the right to sell the notes in the open market in the event that the
notes are not re-sold to other investors prior to May 30, 2008, upon prior
consent being provided by us. In the event a sale of the note takes place, we
are obligated to pay to our investment banker the difference between the amount
paid by them for the Series 2008-B1 notes and that amount realized from
the sale of the notes, net of accrued interest. This amount

would
be recorded as a loan discount and would be amortized over the 15 year term of
the B1 notes.  Any amounts received by
our investment banker in excess of par would be recorded as a purchase premium.
Alternatively, we retain the right to repurchase the notes from our investment
banker at face value.

(5) Derivative
Instruments, page 45

9.                                      On
page 38, you indicate that all of the transactions that you have
designated as hedges are cash flow hedges. Please disclose the estimated net
amount of the existing gains or losses as of the end of the period that is
expected to be reclassified into earnings within the next 12 months as required
by paragraph 45(b)(2) of SFAS 133.

Response:

We
have disclosed the following estimate under the financial statement note for
Deriv

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             April 25, 2008
 Bradley S. Forsyth Senior Vice President and Chief Financial Officer Willis Lease Finance Corporation 773 San Marin Drive, Suite 2215 Novato, California 91998
 RE: Willis Lease Finance Corporation
Form 10-K for Fiscal Year  Ended December 31, 2007
File No. 1-15369

Dear Mr. Forsyth:
   We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007

 General

1. Where a comment below requests additional disclosures or other revisions, please
show us in your response what the revi sions will look like.  These revisions
should be included in your future fili ngs, including your interim filings where
appropriate.

Mr. Bradley Forsyth
April 25, 2008 Page 2  Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18

2. On page 18, you indicate that beginning July 1, 2006 you changed the
depreciation estimate related to the resi dual value of certain  engines for which
marketability has improved in the prior ye ar.  You also indicate that beginning
April 1, 2007 you changed the depreciation estimate related to certain older engine types in your portfolio.  Please revi se your disclosure to  include the effect
on net income and any related per share amounts of the current period as required
by paragraph 22 of SFAS 154.

Item 9A – Controls a nd Procedures, page 25

 3. Please state your conclusion a bout the effectiveness of disclosure controls and
procedures while providing the complete definition of disclosure controls and
procedures.  Alternatively, you may simply state that your disclosure controls and
procedures are effective, or not effect ive, without providi ng any part of the
definition of disclosure controls and proce dures that is included in Exchange Act
Rules 13a-15(e) and 15d-15(e).
 Financial Statements

(1) Organization and Summary of Signi ficant Accounting Policies, page 36
 (c)  Accounting for Planned Major Maintenance Activities, page 36

4. Through 2006, use fees received were record ed as a maintenance reserve liability
until such time as maintenance costs were reimbursed to the lessee or incurred by you after the end of the lease.  Commen cing in 2007 and applied retrospectively,
use fees received are recognized in reve nue as maintenance reserve revenue if
they are not reimbursable to the lessee.  Your expenditures for maintenance are
expensed as incurred. The change in accounting policy resulted in a revision of
depreciation estimates for some engines.   Please help us further understand your
accounting for use fees.  Please address the following:
• Your disclosures indicate that the ch ange in accounting of use receives is
related to your adoption of FSP AUG- AIR 1.  Please help us understand how
the guidance in this FSP led to your change in accounting;
• Please help us understand how the ch ange in accounting policy led to a
revision of depreciation estimat es for some engines; and
• Please tell us which accounting litera ture you used through 2006 as well as
which accounting literature you are cu rrently using to determine the
appropriate accounting for use fees.  Pl ease provide us with a comprehensive
explanation of how your accounti ng complies with the corresponding
accounting literature.  The explanation for your current accounting should

Mr. Bradley Forsyth
April 25, 2008 Page 3
address how you determined it was appr opriate to present these amounts as
revenue as well as the timing of when  you record these amounts as revenue.

(j) Property, Equipment and Furnishings, page 39

 5. You indicate that leasehold improvements are recorded at cost and depreciated by
the straight-line method over the lease term. Please confirm that leasehold
improvements are depreciated over the shorte r of the lease term or useful life of
the leasehold.
 (l)  Restricted Cash, page 39

6. It appears that you reflect ch anges in restricted cash as  cash flows from operating
activities as well as in cash flows from financing activities.  Please disclose how
you determine which category of cash flows to reflect the change in accordance
with SFAS 95.
 (4) – Note Payable, page 43

 7. Interest on the Series A2 and Series B2 notes is de termined by taking one-month
LIBOR plus a stated margin.  On page 44, you indicate that on July 25, 2007, the margin on the Series A2 notes was redu ced from 1.50% to 1.25% and the margin
Series B2 note margin was reduced from 6.00% to 2.75%.  Please tell us how you
accounted for the modification of the margins for these notes.  Please tell us what
consideration you gave to EITF 96-19 in your analysis of th e accounting for this
modification.
 8. Your investment banker is the holder of  the 2008 Series B1 notes and retains the
right to sell the notes in the open market in  the event that the notes are not re-sold
to other investors prior to April 30, 2008.  In the event a sale of the notes takes
place, you are obligated to pay to your investment banker the difference between
the amount paid by them for the 2008 Seri es B1 notes and the amount realized
from the sale of the notes, net of accrued interest. You state that this amount will
be recorded as an expense in the peri od.  Please tell us what consideration you
gave to FIN 45 in accounting for this ri ght held by the investment banker.
 (5) – Derivative Instruments, page 45

 9. On page 38, you indicate that  all of the transactions that you have designated as
hedges are cash flow hedges.  Please di sclose the estimated net amount of the
existing gains or losses as of the end of  the period that is expected to be
reclassified into earnings within the ne xt 12 months as required by paragraph
45(b)(2) of SFAS 133.

Mr. Bradley Forsyth
April 25, 2008 Page 4  (13) – Related Party and Similar Transactions, page 50

 10. On pages 6, 11, 24 and 50, you indicate th at your Board of Directors approved
rent deferrals and these deferrals have been accounted for as a reduction in lease
revenue in the period. Please tell us how  you determined that these deferrals
should be accounted for as reductions in lease revenue for the period.  Please cite
the accounting literature used to support your conclusion.  Please also tell us how
you considered the provisions in SFAS 13 and FTB 88-1 in reaching the conclusions you did regardi ng your accounting treatment.

Exhibits 31.1 & 31.2

 11. We note that you have replaced the word  “report” with “annual report” in
paragraphs 2, 3, and 4 of your certifications .  In future filings, please revise your
certifications to include the word “repor t” instead of the description of the
corresponding report.  Your cer tifications should be in the exact form as required
in Item 601(b)(31) of Regulation S-K.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Bradley Forsyth
April 25, 2008 Page 5   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Ernest Greene, Staff A ccountant, at (202) 551-3733, or in his
absence, Nudrat Salik, Staff Accountant,  at (202) 551-3692, if you have questions
regarding comments on the financial statements and related matters.
        Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

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

      August 3, 2005

via U.S. mail and facsimile

Charles F. Willis, IV, Chief Executive Officer, President
Willis Lease Finance Corporation
2320 Marinship Way, Suite 300
Sausalito, CA  94965

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 0-28774

Dear Mr. Willis:

	We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

								Sincerely,

								Rufus Decker
								Accounting Branch Chief

??

??

??

??

Mr. Gary T. Steele
March 9, 2005
Page 1 of 1

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

July 22, 2005

Mr. Rufus Decker,
Accounting Branch Chief

U. S. Securities and Exchange
Commission

Washington, D. C. 20549-0510

Re:  Form 10-K for the fiscal year ended December 31,
2004, File No. 1-15369

Dear Mr. Decker:

Willis Lease Finance Corporation
(the “Company”) is in receipt of your letter dated April 29, 2005.  The deadline to respond to your letter was
extended in a phone conversation with Meagan Caldwell to May 25,
2005.  The Company filed the response
pursuant to the extension on May 24, 2005.
This filing is in response to further phone conversations with Megan
Caldwell discussing the May 24, 2005 letter to the U.S. Securities and
Exchange Commission (the “SEC”) and is intended summarize the action to be
taken on all open items.

Based on those conversations
the Company has concluded that it will amend its Form 10-K for the fiscal
year ended December 31, 2004 (“Form 10-K/A”).  The Company will also amend its Form 10-Q
for the quarterly period ended March 31, 2005 (“Form 10-Q/A”) to be
consistent with the presentation of the consolidated financial statements and
related disclosures in the Form 10-K/A.

The Form 10-K/A was
reviewed by the KPMG Department of Professional Services (“DPP”).  The DPP representative is Mr. Albert
Aboody and he may be contacted at (212) 909-5850.

The Company acknowledges that:

•                  The Company is
responsible for the adequacy and accuracy of the disclosure in their filings;

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

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

Financial
Statements

Consolidated
Statements of Income, page 32 (April 29, 2005 letter from the SEC to
the Company)

2.   We have read your response to
our comment 12.  We do not dispute the
fact that the $4.1 million gain relating to your debt extinguishment should be
reported as a component of income from continuing operations.  However, it is still unclear to us how you
determined this should be classified as revenue, when interest payments
relating to this debt were classified as debt expense.  Please clarify.  If after considering the above, you now
believe that the gain should be presented in the same section of your
income statements of income as your interest and finance

costs, please amend your statements of income and all related
disclosures accordingly and revise your presentation of similar gains and
losses in other periods as well.  Please
ensure that you include a footnote that describes the reclassification.  Please include a similar discussion in your
selected financial data section.

Response (May 24,
2005 letter from the Company to the SEC):

After
considering your comment above, the Company still believes the net gain on debt
repayment in 2002 of $4.1 million was properly recorded as revenue rather than
as a reduction to or in the same section as interest and finance costs.

As was stated
in our first response, the lender sold its portfolio of loans to a competitor
of the Company and there was a specific prohibition in the loan document
precluding such a sale.  The lender was
therefore motivated to dispose of this loan at a discount to complete their
exit from this portion of their business. The Company took advantage of this
opportunity, as it might engage in the opportunistic sale of an engine at an
advantageous price.

While you are
correct that the interest expense related to this facility was included in
interest expense in the income statement, the Company feels that it would
distort an understanding of the financial statements to include this gain as a
reduction to or in the same section as interest and finance costs because
the Company’s intent in paying off this facility was to realize the gain
offered by the lenders relating to their desire to exit this line of
asset-lending activity.

The Company
was not motivated by the desire to manage its interest expense as shown by the
fact that the majority of the money borrowed to prepay this facility was
borrowed at spreads over one-month LIBOR that were somewhat higher on average
than the spread over one-month LIBOR for the loan that was prepaid.

FASB Statement
of Financial Accounting Concepts No. 6 – Elements of Financial Statements
- Revenues, Expenses, Gains and Losses - paragraph 87 states: “Revenues and
expenses result from an entity’s ongoing major or central operations and
activities-that is, from activities such as producing or delivering goods,
rendering services, lending, insuring, investing, and financing.  In contrast, gains and losses result from
incidental or peripheral transactions of an enterprise with other entities and
from other events and circumstances affecting it.”

The Company
considered this literature and circumstances of the 2002 transaction. As stated
in the Company’s response dated April 28, 2005, the transaction was
considered a peripheral business transaction similar to gains on sales of
leased assets which are included in revenue rather than a component of interest
and finance costs and as a result, the Company believes it is most appropriate
to classify this as a separately disclosed item of revenue.

Response:

After
considering your comments in the phone conversations after the May 24,
2005 filing, the Company has concluded that the net gain on debt prepayment in
2002 of $4.1 million is more properly recorded as an item of expense as a
reduction in net finance costs rather than as revenue.  The Company has also concluded that the net
finance costs should be classified as expenses rather than in a separate section after
earnings from operations.  Below are
draft restated consolidated statements of income for the years ended December
31, 2004, 2003 and 2002 and presentation of the information as previously filed
and as it will be shown in the Form 10-K/A.

2

WILLIS
LEASE FINANCE CORPORATION

AND
SUBSIDIARIES

Consolidated Statements of Income

(In
thousands, except per share data)

  Years Ended

  December 31,

  2004

  2003

  2002

  (as restated)

  (as restated)

  (as restated)

  REVENUE

  Lease revenue

  $

  58,177

  $

  56,977

  $

  55,397

  Gain on sale of leased equipment

  3,085

  2,372

  482

  Other income

  677

  520

  —

  Total revenue

  61,939

  59,869

  55,879

  EXPENSES

  Depreciation expense

  23,198

  21,686

  19,449

  Write-down of equipment

  577

  1,272

  3,052

  Net finance costs:

  Interest expense

  18,449

  17,409

  19,110

  Interest income

  (434

  )

  (244

  )

  (432

  )

  Net gain on debt prepayment

  —

  —

  (4,073

  )

  General and administrative

  14,791

  13,852

  14,439

  Total expenses

  56,581

  53,975

  51,545

  Income before income taxes

  5,358

  5,894

  4,334

  Income tax expense

  (1,501

  )

  (1,717

  )

  (738

  )

  Net income

  $

  3,857

  $

  4,177

  $

  3,596

  Basic earnings per common share:

  $

  0.43

  $

  0.47

  $

  0.41

  Diluted earnings per common share:

  $

  0.42

  $

  0.47

  $

  0.41

  Average common shares outstanding

  8,925

  8,840

  8,831

  Diluted average common shares outstanding

  9,276

  8,888

  8,851

See
accompanying notes to the consolidated financial statements.

3

  For the Year Ended

  2002

  Consolidated Income Statement

  Information

  As

  Previously Filed

  As

  Restated

  REVENUE

  Net gain on debt repayment

  4,073

  —

  Total revenues

  59,952

  55,879

  EXPENSES

  Interest expense

  —

  19,110

  Interest income

  —

  (432

  )

  Net gain on debt repayment

  —

  (4,073

  )

  Total expenses

  36,940

  51,545

  Earnings from operations

  23,012

  —

  Interest expense

  19,110

  —

  Interest income

  (432

  )

  —

  Net interest and finance costs

  18,678

  —

  Income before income taxes

  $

  4,334

  $

  4,334

(l) Organization
and Summary of Significant Accounting Policies

(k) Cash
and Cash Equivalents, page 37 (April 29, 2005 letter from the SEC to
the Company)

3.   We read your response to our
comment 13.  Based on your response, the
terms and conditions in your credit agreement regarding restrictions as to the
use of the maintenance reserve payments and lease security deposits are unclear
to us.  Please clarify for us these
restrictions.  In doing so, please tell
us how you determined it is appropriate to classify these payments and deposits
as cash and cash equivalents despite the restrictions.  We understand from your response that the
cash is invested in operating and short-term money market accounts.  Please also included in your response the
time period in which these reserve payments and deposits are used over the term
of the customer’s lease from the time the monies are received from the
customer.  Finally, please expand your
disclosure to clarify what you refer to in you disclosure as other things that
you are able to utilize these funds for.
Refer to paragraphs 7-10 of SFAS 95: Article 5-02.1 of Regulation
S-X and Chapter 3A, paragraph 6 of

ARB 43.

Response (May 24,
2005 letter from the Company to the SEC):

To clarify
further the disclosure in Note 1(k) and the responses to comments 4 and 13 of
the Company’s response dated April 28, 2005, under the terms of certain of
its debt agreements,

4

monies
collected by the Company under certain leases relating to the maintenance
reserves and security deposits are required to be deposited in a restricted
cash account.   The funds are invested in
money market accounts readily converted to known amounts of cash and considered
cash equivalents per paragraph 8 of SFAS 95.
The reason lenders require these amounts to be restricted is to insure
that the engines that collateralize the loan are adequately maintained.  At any time a maintenance event may occur and
funds must be available for use.  For
this reason, the cash must be held in cash or cash equivalents.  The lenders do not have access to funds in
the accounts unless an event of default occurs under the debt agreements.

The
maintenance reserve payments, when required, are made monthly by lessees to
ensure the funds are available for the costs of maintenance expenses of the
engine.  The monthly maintenance reserve payment
amounts due from the lessee are based on hours the engine is flown and the
number of cycles (take-offs and landings) each month, at rates per hour and
cycle, respectively, from each lease agreement.
The Company is entitled to withdraw funds from the maintenance reserve
account for the payment of maintenance expenses with respect to the
engine.  The time period in which these
reserve funds are used for such maintenance expense is over the useful life of
the engine maintenance period, which varies by engine type depending on where
the engine is in its maintenance period.
These maintenance expenses may be expended at any time over a period of
as long as seven years and is not dependent on any one lease or lessee.

The security
deposits are received from the lessee at the inception of the lease
agreement.  The Company is entitled to
withdraw funds from the security deposit account per the terms of the
applicable lease agreement with respect to the related engine, typically for
the last month(s) of rental payments for the lease term or return of the
deposit to the lessee after the lease has terminated and all terms and
conditions related to the return of the engine have been met.

The other uses
of the restricted cash referred to in the April 28, 2005 response would be
related the sale of an engine.  In a
sale, the Company generally retains the restricted cash and the purchaser takes
title to the engine as is and assumes the liability for maintenance of the
engine.

ARB 43, Chapter 3A, paragraph 6 contemplates the exclusion from current
assets such resources that are restricted as to withdrawal or use for other
than current operations.  Even though the
Company has an unclassified balance sheet, the Company believes that
maintenance of engines is an integral aspect of current operations and the
amounts included in cash directly relate to the recorded liabilities for
maintenance reserves and security deposits where required by the related debt
agreements.

In the future,
the Company’s disclosure, pursuant to Article 5-02.1 of Regulation S-X,
regarding its restricted cash will include the following:

As discussed
in Note 1(k), the Company’s restricted cash balances represent amounts required
to be held in designated accounts by some of the Company’s lenders.  Under these facilities, cash paid by lessees
for maintenance reserves and security deposits is required to be held and used
only for engine maintenance and repair and the return or application of
security deposits, as the case may be, or will generally be available to the
Company upon the sale of the engine.  See
Note 1(f) for a further discussion of the accounting for maintenance
reserves.

5

Response:

After
considering your comments in the phone conversations after the May 24,
2005 filing, the Company has agreed that the correct presentation is to
separately classify certain cash that is restricted in connection with the
Company’s borrowings as restricted cash.
The restricted cash was previously disclosed in narrative form and
included within the description for cash and cash equivalents.  References to the restricted cash previously
disclosed in Note 1(k) will be
included in a new footnote to the financial statements.  Since the cash is restricted, it is not
available for general corporate purposes and has no effect on the current and
future liquidity and capital resources of the Company.

Below are the
restated consolidated balance sheets as of December 31, 2004, 2003 and
2002, the statements of cash flows for the years ended December 31, 2004, 2003
and 2002 and presentation of the information as previously filed and as
restated in the Form 10-K/A.

6

WILLIS LEASE FINANCE CORPORATION

AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share data)

  December 31,

  2004

  December 31,

  2003

  (as restated)

  (as restated)

  ASSETS

  Cash and cash equivalents

  $

  5,540

  $

  9,202

  Restricted cash

  46,324

  33,784

  Equipment held for operating lease, less
  accumulated depreciation of $83,881 and $67,873 at December 31, 2004 and
  2003, respectively

  511,443

  499,454

  Net investment in direct finance lease

  —

  5,551

  Operating lease related receivable, net of
  allowances of $400 and $440 at December 31, 2004 and 2003, respectively

  1,630

  2,095

  Notes receivable

  436

  —

  Investment

  1,480

  1,480

  Assets under derivative instruments

  1,398

  7

  Property, equipment & furnishings,
  less accumulated depreciation of $1,259 and $1,193 at December 31, 2004
  and 2003, respectively

  7,537

  877

  Other assets

  9,670

  7,572

  Total assets

  $

  585,458

  $

  560,022

  LIABILITIES AND SHAREHOLDERS’ EQUITY

  Liabilities:

  Accounts payable and accrued expenses

  $

  7,280

  $

  5,753

  Liabilities under derivative instruments

  —

  696

  Deferred income taxes

  27,530

  25,283

  Notes payable

  369,840

  362,395

  Maintenance reserves

  56,871

  46,408

  Security deposits

  2,088

  2,314

  Unearned lease revenue

  5,381

  7,111

  Total liabilities

  468,990

  449,960

  Shareholders’ equity:

  Preferred stock ($0.01 par value, 5,000,000
  shares authorized; none outstanding)

  —

  —

  Common stock, ($0.01 par value, 20,000,000
  shares authorized; 8,998,365 and 8,846,805 shares issued and outstanding at
  December 31, 2004 and 2003, respectively)

  90

  88

  Paid-in capital in excess of par

  62,631

  61,710

  Accumulated other comprehensive
  gain/(loss), net of tax

CORRESP
1
filename1.htm

July 22, 2005

Mr. Rufus Decker, Accounting
Branch Chief

U. S. Securities and Exchange
Commission

Washington, D. C. 20549-0510

Re:  Item 4.02 Form 8-K filed July 13, 2005, File
No. 0-28774

Dear Mr. Decker:

Willis Lease Finance
Corporation (the “Company”) is in receipt of your letter dated July 15,
2005.

The Company acknowledges that:

•      The
Company is responsible for the adequacy and accuracy of the disclosure in their
filings;

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

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

Item 4.02 Form 8-K

1.     You have disclosed that you intend to file
restated financial statements.  However,
you have not indicated how and when you intend to do so.  Please tell us when you intend to file
restated financial statements.  We may
have further comments after you file the restated financial statements.

Response:

The Company intends to file a
Form 10-K/A for the fiscal year ended December 31, 2004 with restated financial
statements no later than August 15, 2005, that will, pursuant to your reminder,
appropriately address the following:

•      an explanatory
paragraph in the reissued audit opinion,

•      full compliance
with APB 20, paragraphs 36 and 37 (replaced by SFAS No. 154),

•      fully update
all affected portions of the document, including MD&A, selected financial
data, and quarterly financial data,

•      updated Item
9A. disclosures should include the following:

•      a discussion of
the restatement and the facts and circumstances surrounding it,

•      how the
restatement impacted the CEO and CFO’s original conclusions regarding the
effectiveness of their disclosure controls and procedures,

•      changes to
internal controls over financial reporting, and

•      anticipated
changes to disclosure controls and procedures and/or internal controls over
financial reporting to prevent future misstatements of a similar nature.

•      updated
certifications.

If you have any questions,
please call me at 415-275-5100.

  Sincerely,

  /s/ Monica J. Burke

  Monica J.
  Burke

  Executive
  Vice President and Chief Financial Officer

2

CORRESP
1
filename1.htm

May 24, 2005

Mr. Rufus Decker, Accounting Branch Chief

U. S. Securities and Exchange Commission

Washington, D. C. 20549-0510

Re: Form 10-K for the fiscal year ended December 31, 2004, File No.
1-15369

Dear Mr. Decker:

We are in receipt of your letter dated April 29, 2005. The deadline to
respond to your letter was extended in a phone conversation with Meagan
Caldwell to May 25, 2005.

The Company acknowledges that:

•              The Company is
responsible for the adequacy and accuracy of the disclosure in their filings;

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

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

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

Liquidity
and Capital Resources, page 14

2.           We have read your
response to our comment 4 and request that you add to your revised disclosure
your discussion in the first paragraph of your response to us.

Response:

The
Company’s future filings will reflect the revised discussion of the effect that
restricted cash has and will likely have on current and future liquidity.

3.           We have read your
response to our comment 6.  Please
include this information in your liquidity discussion in your future filings.

Response:

The
Company’s future filings will include this Extraterritorial Income Exclusion regulation
information in the liquidity discussion.

Financial Statements

Consolidated Statements of Income, page 32

4.           We have read your
response to our comment 12.  We do not
dispute the fact that the $4.1 million gain relating to your debt
extinguishment should be reported as a component of income from continuing
operations.  However, it is still unclear
to us how you determined this should be classified as revenue, when interest
payments relating to this debt were classified as debt expense.  Please clarify.  If after considering the above, you now
believe that the gain should be presented in the same section of your income
statements of income as your interest and finance costs, please amend your
statements of income and all related disclosures accordingly and revise your
presentation of similar gains and losses in other periods as well.  Please ensure that you include a footnote
that describes the reclassification.
Please include a similar discussion in your selected financial data
section.

Response:

After
considering your comment above, the Company still believes the net gain on debt
repayment in 2002 of $4.1 million was properly recorded as revenue rather than
as a reduction to or in the same section as interest and finance costs.

As
was stated in our first response, the lender sold its portfolio of loans to a
competitor of the Company and there was a specific prohibition in the loan
document precluding such a sale.  The
lender was therefore motivated to dispose of this loan at a discount to
complete their exit from this portion of their business. The Company took
advantage of this opportunity, as it might engage in the opportunistic sale of
an engine at an advantageous price.

While
you are correct that the interest expense related to this facility was included
in interest expense in the income statement, the Company feels that it would
distort an understanding of the financial statements to include this gain as a
reduction to or in the same section as interest and finance costs because the
Company’s intent in paying off this facility was to realize the gain offered by
the lenders relating to their desire to exit this line of asset-lending
activity.

The
Company was not motivated by the desire to manage its interest expense as shown
by the fact that the majority of the money borrowed to prepay this facility was
borrowed at spreads over one-month LIBOR that were somewhat higher on average
than the spread over one-month LIBOR for the loan that was prepaid.

FASB
Statement of Financial Accounting Concepts No. 6 — Elements of Financial
Statements - Revenues, Expenses, Gains and Losses - paragraph 87 states:
“Revenues and expenses result from an entity’s ongoing major or central
operations and activities-that is, from activities such as producing or
delivering goods, rendering services, lending, insuring, investing, and
financing.  In contrast, gains and losses
result from incidental or peripheral transactions of an enterprise with other
entities and from other events and circumstances affecting it.”

The
Company considered this literature and circumstances of the 2002 transaction.
As stated in the Company’s response dated April 28, 2005, the transaction was
considered a business transaction similar to gains on sales of leased assets which
are included in revenue rather than a

2

component
of interest and finance costs and as a result, the Company believes it is most
appropriate to classify this as a separately disclosed item of revenue.

(l)
Organization and Summary of Significant Accounting Policies

(k)
Cash and Cash Equivalents, page 37

5.           We read your response
to our comment 13.  Based on your
response, the terms and conditions in your credits agreements regarding
restrictions as to the use of the maintenance reserve payments and lease
security deposits are unclear to us.
Please clarify for us these restrictions.  In doing so, please tell us how you determined
it is appropriate to classify these payments and deposits as cash and cash
equivalents despite the restrictions.  We
understand from your response that the cash is invested in operating and
short-term money market accounts.  Please
also included in your response the time period in which these reserve payments
and deposits are used over the term of the customer’s lease from the time the
monies are received from the customer.
Finally, please expand your disclosure to clarify what you refer to in
you disclosure as other things that you are able to utilize these funds
for.  Refer to paragraphs 7-10 of SFAS
95: Article 5-02.1 of Regulation S-X and Chapter 3A, paragraph 6 of ARB 43.

Response:

To
clarify further the disclosure in Note 1(k) and the responses to comments 4 and
13 of the Company’s response dated April 28, 2005, under the terms of certain
of its debt agreements, monies collected by the Company under certain leases
relating to the maintenance reserves and security deposits are required to be
deposited in a restricted cash account.
The funds are invested in money market accounts readily converted to
known amounts of cash and considered cash equivalents per paragraph 8 of SFAS
95.  The reason lenders require these
amounts to be restricted is to insure that the engines that collateralize the
loan are adequately maintained.  At any
time a maintenance event may occur and funds must be available for use.  For this reason, the cash must be held in
cash or cash equivalents.  The lenders do
not have access to funds in the accounts unless an event of default occurs
under the debt agreements.

The
maintenance reserve payments, when required, are made monthly by lessees to
ensure the funds are available for the costs of maintenance expenses of the
engine.  The monthly maintenance reserve
payment amounts due from the lessee are based on hours the engine is flown and
the number of cycles (take-off and landings) each month, at rates per hour and
cycle, respectively, from each lease agreement.
The Company is entitled to withdraw funds from the maintenance reserve
account for the payment of maintenance expenses with respect to the
engine.  The time period in which these
reserve funds are used for such maintenance expense is over the useful life of
the engine maintenance period, which varies by engine type depending on where
the engine is in its maintenance period.
These maintenance expenses may be expended at any time over a period of
as long as seven years and is not dependent on any one lease or lessee.

The
security deposits are received from the lessee at the inception of the lease agreement.  The Company is entitled to withdraw funds
from the security deposit account per the terms of the applicable lease
agreement with respect to the related engine, typically for the last month(s)
of

3

rental
payments for the lease term or return of the deposit to the lessee after the
lease has terminated and all terms and conditions related to the return of the
engine have been met.

The
other uses of the restricted cash referred to in the April 28, 2005 response
would be related the sale of an engine.
In a sale, the Company generally retains the restricted cash and the
purchaser takes title to the engine as is and assumes the liability for
maintenance of the engine.

ARB 43, Chapter 3A, paragraph 6 contemplates
the exclusion from current assets such resources that are restricted as to
withdrawal or use for other than current operations.  Even though the Company has an unclassified
balance sheet, the Company believes that maintenance of engines is an integral
aspect of current operations and the amounts included in cash directly relate
to the recorded liabilities for maintenance reserves and security deposits
where required by the related debt agreements.

In
the future, the Company’s disclosure, pursuant to Article 5-02.1 of Regulation
S-X, regarding its restricted cash will include the following:

As
discussed in Note 1(k), the Company’s restricted cash balances represent
amounts required to be held in designated accounts by some of the Company’s
lenders.  Under these facilities, cash
paid by lessees for maintenance reserves and security deposits is required to
be held and used only for engine maintenance and repair and the return or
application of security deposits, as the case may be, or will generally be
available to the Company upon the sale of the engine.  See Note 1(f) for a further discussion of the
accounting for maintenance reserves.

We hope that this letter answers your questions. Thank you for the
opportunity to expand our disclosure going forward as appropriate.

If you have any questions, please call me at 415-275-5100.

Sincerely,

  /s/ Monica J. Burke

  Monica J. Burke

  Executive Vice President and Chief Financial Officer

4

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

      April 29, 2005

via U.S. mail and facsimile

Charles F. Willis, IV, Chief Executive Officer, President
Willis Lease Finance Corporation
2320 Marinship Way, Suite 300
Sausalito, CA  94965

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 1-15369

Dear Mr. Willis:

      We have reviewed your response letter dated April 28, 2005
and
have the following additional comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable.
In
some of our comments, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.

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

Liquidity and Capital Resources, page 14
2. We have read your response to our comment 4 and request that
you
add to your revised disclosure your discussion in the first
paragraph
of your response to us.
3. We have read your response to our comment 6.  Please include
this
information in your liquidity discussion in your future filings.

Financial Statements

Consolidated Statements of Income, page 32
4. We have read your response to our comment 12.  We do not
dispute
the fact that the $4.1 million gain relating to your debt
extinguishment should be reported as a component of income from
continuing operations.  However, it is still unclear to us how you
determined this should be classified as revenue, when interest
payments relating to this debt were classified as debt expense.
Please clarify.  If after considering the above, you now believe
that
the gain should be presented in the same section of your statement
of
income as your interest and finance costs, please amend your
statements of income and all related disclosures accordingly and
revise your presentation of similar gains and losses in other
periods
as well.  Please also ensure that you include a footnote that
describes the reclassification.  Please include a similar
discussion
in your selected financial data section.

(1) Organization and Summary of Significant Accounting Policies

(k) Cash and Cash Equivalents, page 37
5. We read your response to our comment 13.  Based on your
response,
the terms and conditions in your credit agreements regarding
restrictions as to the use of the maintenance reserve payments and
lease security deposits are unclear to us.  Please clarify for us
these restrictions.  In doing so, please tell us how you
determined
it is appropriate to classify these payments and deposits as cash
and
cash equivalents despite the restrictions. We understand from your
response that the cash is invested in operating and short-term
money
market accounts.  Please also include in your response the time
period in which these reserve payments and deposits are used over
the
term of the customer`s lease from the time the monies are received
from the customer.  Finally, please expand your disclosure to
clarify
what you refer to in your disclosure as other things that you are
able to utilize these funds for.  Refer to paragraphs 7-10 of SFAS
95; Article 5-02.1 of Regulation S-X; and Chapter 3A, paragraph 6
of
ARB 43.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your responses to our comments
and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your  responses to our comments.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 824-
5578
or, in her absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

??

??

??

??

Mr. Charles F. Willis, IV
April 29, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

April 28, 2005

Mr. Rufus Decker, Accounting Branch Chief

U. S. Securities and Exchange Commission

Washington, D. C. 20549 0510

Re:  Form 10 K for the
fiscal year ended December 31, 2004, File No. 1 15369

Dear Mr. Decker:

We are in receipt of your letter dated April 7, 2005.  The deadline to respond to your letter was
extended in a phone conversation with Meagan Caldwell to April 28, 2005.

The Company acknowledges that:

•                  The
Company is responsible for the adequacy and accuracy of the disclosure in their
filings;

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

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

Item 1.
Business

Aircraft Equipment Leasing, page 3

2.                                 Please
expand your disclosure to discuss the dependence of your business upon a single
customer, or a few customers, the loss of any one or more of which would have a
material adverse effect on your business.
Refer to Item 101(c)(vii) of Regulation S-K.

Response:

As disclosed on page 5, “as of December 31, 2004 the Company
had 43 lessees of commercial aircraft engines, aircraft and other
aircraft-related equipment in 26 countries”.
At this time, the Company does not believe it is dependent on a single
customer or a few customers the loss of which would have a material adverse
effect on the Company’s revenues.

The Company will include a comment about customer dependence similar to
the above in future filings and will continue to monitor its customer base for
additional disclosures when necessary.

Item 5.
Market for Registrant’s Common Equity and Related Stockholders Matters, page 8

3.                                 Please expand your disclosure to include
information relating to your dividend policy and your ability to pay such
dividends, including any restrictions on paying dividends imposed on you by
your debtors.  Refer to Item 201(c) of
Regulation S-K.

Response:

As
disclosed on page 8 under Item 5, “During the years ended December 31,
2004 and 2003 the Company did not pay cash dividends to Company stockholders”.  In addition to the foregoing disclosure
future filings will also make the following comments:

The
Company has not made any dividend payments since its inception as all available
cash has been utilized for the business.
The Company has no intention of paying dividends in the foreseeable
future.  In addition, certain of the
Company’s debt facilities contain negative covenants which prohibit the Company
from paying any dividends or making distributions of any kind with respect to
its capital stock.

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

Liquidity and Capital Resources, page 14

4.                                 Please expand your disclosure to discuss the
effects your restricted cash has and will likely have on your current and
future liquidity.

Response:

At
December 31, 2004 the Company had $46 million in cash which is described
on the face of the balance sheet as “restricted”.  The cash is collected from lessees for their
use of the engine and is intended to cover the cost of shop visits and the “using
up” of parts which have limited lives and will need to be replaced at regular
intervals.  As discussed in Note 1(k),
this cash is restricted in connection with certain debt facilities as to its
use.  When the leased engines pledged to
these facilities are repaired or parts replaced, the cash is used to cover
these costs.  The collection of the cash
occurs monthly and the use of this cash occurs from time to time throughout the
year.  This procedure has been in place
for many years and has not impacted the Company’s liquidity.  As a consequence, the Company does not
believe that the restricted cash has any material effect on current or future
liquidity since it is not available for general corporate purposes.  In the future, the Company’s disclosure
regarding its restricted cash will include the following:

As
discussed in Note 1(k), the Company’s restricted cash balances represent
amounts required to be held in designated accounts by some of the Company’s
lenders.  Under these facilities, cash
paid by lessees for maintenance reserves and security deposits is required to
be held and used only for engine maintenance and repair and the return or
application of security deposits, as the case may be.  See Note 1(f) for a further discussion
of the accounting for maintenance reserves.

5.                                 Please expand your disclosure to include the
amount you expect to invest in equipment in 2005 and how you anticipate funding
these investments.

2

Response:

As
disclosed on page 15, the Company has capital commitments to purchase
approximately $18.2 million of equipment during 2005 which will be funded out
of cashflows from operations and borrowings on its revolving credit
facility.  It expects that it may
purchase additional equipment during 2005 if there are opportunities to lease
such equipment at desirable rates and terms, and provided the Company can
obtain sufficient financing.  As
disclosed on page 14, the Company funds the purchase of such equipment
through borrowings and cashflows from operations.

Since
the Company has no firm plans or commitments, other than those already
disclosed, the Company believes that there is no further disclosure required to
be made for the 2004 Annual Report on Form 10-K.  However, going forward, if the Company has
firm plans for capital expenditures and the financing is available at the
balance sheet date, appropriate disclosure will be made.

6.                                 You have disclosed on page 12 that you
currently benefit from the Extraterritorial Income Exclusion regulations, which
significantly reduce your effective tax rate. You further disclose that this
benefit is being phased out due to recent legislation. Please expand your
disclosure to discuss the likely impact this will have on your liquidity and
results of operations.

Response:

The
phase out of the Extraterritorial Income Exclusion regulations will not affect
the Company’s liquidity as it has significant net operating losses as disclosed
in Note 6 and more fully discussed in the response to comment 15 in this
letter.  Therefore, the Company does not
expect to pay federal income taxes for the foreseeable future.  As disclosed on page 19, the Company
expects that its effective tax rate will increase over the coming years due to
the loss of this benefit; however, it is not possible to quantify the impact on
future years tax rates since it is based in part on the Company’s future
profitability.  The impact of the benefit
on the Company’s current tax rate is disclosed in Note 6 of the Consolidated
Financial Statements.  When the Company
is able to quantify the impact of the phase-out, it will make appropriate
disclosures in future filings.

7.                                 Please revise your table of contractual cash
obligations to include estimated interest payments of your debt.  Because the table is aimed at increasing
transparency of cash flow, we believe these payments should be included in the
table. Please also disclose any assumptions you made to derive these amounts.

Response:

The
Company’s historical interest expense has been separately disclosed and has
been relatively constant over the last three (3) years.  The Company believes this trend will continue
as long as its outstanding debt remains relatively constant.

However,
the Company will include a table as shown below along with explanatory
information as to how the amounts were derived as appropriate in future
filings.  The table as shown includes the
estimated interest payments on the Company’s debt as of December 31, 2004.

3

  Payment due by period

  (in thousands)

  Total

  Less

  than 1

  year

  1-3 Years

  3-5 Years

  More

  than 5

  Years

  Long-Term
  Debt Obligations

  $

  369,840

  $

  37,839

  $

  147,286

  $

  179,553

  $

  5,162

  Interest
  Payments under Long-Term Debt

  62,892

  18,452

  30,672

  13,329

  439

  Operating
  Lease Obligations

  441

  441

  —

  —

  —

  Purchase
  Obligations

  18,174

  18,174

  —

  —

  —

  Total

  $

  451,347

  $

  74,906

  $

  177,958

  $

  192,882

  $

  5,601

The
Company has estimated the interest payments due under long-term debt by
applying the interest rates applicable at December 31, 2004 to the
remaining debt, adjusted for the estimated debt repayments identified in the
table above.  Actual interest payments
made will vary due to changes in the rates for one-month LIBOR and commercial
paper as applicable.  The interest
estimate excludes the effect of any hedges in place at the balance sheet date.

Related Party and Similar
Transactions, page 17

8.                                 You disclosed that avioserv purchased one
engine from you during the year ended December 31, 2004. Please expand
your disclosure here and in your notes to the financial statements to include
the gain or loss recorded related to this transaction.

Response:

The
sale of the engine to avioserv resulted in a gain of $260,000.  This amount is less than 1% of revenue and
not considered material.  However, the
Company will disclose the gain both in Item 7 and in the Notes to Consolidated
Financial Statements in its future filings.

9.                                 You disclosed that Aloha recently filed for
reorganization under Chapter 11 of the Bankruptcy Code and that you expect
their obligations under the guarantees to be discharged.  Please expand your disclosure here and in
your notes to the financial statements to discuss the following:

•                  any amounts written off, including the period
in which it was recorded and the line item it was recorded in your statements
of income and

•                  any remaining balances recorded on your
balance sheet.

Please include in your explanation support for your
accounting treatment, if applicable.

Response:

As
disclosed on page 17 and Note 12, the Company leases five aircraft to
IslandAir.  Four of the leases are
guaranteed by Aloha, IslandAir’s former parent.
The five leases are still performing and, as of December 31, 2004,
the lessee was current on all its obligations.
As a result, there are no

4

amounts
included in “Operating lease related receivable” and no provision has been made
for any loss.  The Company continues to
monitor the situation, as it does for all lessees, and, should the situation
change, will make appropriate disclosure in its future filings both in Item 7
and in the Notes to Consolidated Financial Statements.

Item 9A. Controls and
Procedures, page 20

10.                           Please disclose whether there have been any
changes in your internal controls and procedures during the most recent
quarter.  See Item 308 of Regulation S-K.

Response:

The
Company disclosed in the second paragraph of this item that there had been no
significant changes in internal controls since the period of the last
evaluation.  Therefore, the Company does
not believe any additional disclosure is necessary.

Financial Statements

Report of Independent Registered Public Accountants, page 30

11.                           Your auditor’s report does not appear to
comply with PCAOB Standard No. 1.
Your auditor’s report indicates that they conducted their audit in
accordance with “auditing standards of the Public Company Accounting Board
(United States)” rather than in accordance with “the standards of the Public
Company Accounting Oversight Board (United States).” Please amend your filing
by obtaining from your auditors a revised opinion, since there is a distinction
between the two references. Refer to PCAOB Standard No. 1, Exhibit 2.

Response:

The
Company has received an amended KPMG report (copy attached) with the wording
change as follows:

We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe our audits
provide a reasonable basis for our opinion.

Consolidated Statements
of Income, page 32

12.                           You have recorded $4.1 million relating to a
net gain on debt prepayment as revenue.
You disclosed on page 12 that this gain was attributable to
prepaying a revolving credit facility at a discount and recording this based on
the guidance under SFAS 145.  Please tell
us the facts and circumstances that lead you to determine that is transaction
should be recorded as revenue rather than net interest and finance costs. If
after considering the above, you now believe that it

5

represents net interest and
finance costs, revise your statements of income and all related disclosures
accordingly.  Please also ensure that you
include that describes the restatement.

Response:

By
way of background, equipment leasing companies make money by buying equipment
on a leveraged basis and leasing at rates high enough to create a gross
operating margin.  The operating margin
is equal to revenues less interest expense.
The Company buys, finances and leases a specific niche product, aircraft
engines.  The Company believes its
revenues are the sum of its leasing revenues, gains or losses on sales of the
engines or other aviation equipment other income and gain or loss on the
refinancing of debt facilities.

FAS
145 was effective for fiscal years beginning after May 15, 2002, with
early application encouraged.  The
application of FAS 145 meant that the provisions of Opinion 30 should be
applied to extinguishments of debt.  As a
result, “applying the provisions of Opinion 30 will distinguish transactions
that are part of an entity’s recurring operations from those that are unusual
or infrequent or that meet the criteria for classification as an extraordinary
item” (1)Opinion 30 indicates that a transaction that does not meet both
criteria (unusual and infrequent) shall be reported as a separate component of
income from continuing operations.

In
the years from 1995 through 2004, the Company had four debt
extinguishments.  During the same period,
the Company had a number of debt facilities ranging from a low of eight (8) during
2004 to a high of thirteen (13) during 1997.
As a result, the extinguishment of debt, usually for profit, is a
recurring part of the Company’s business.

In
2002, the provider of the revolving credit facility decided to dispose of its
portfolio of aviation-related loans to a competitor of the Company.  However, a clause in the agreement with the
Company prevented the lender from selling this loan to a competitor.  As a result, the lender offered to accept
early repayment of the debt at a significant discount to its carrying value.
The gain on the extinguishment in 2002 was classified as revenue as opposed to
an offset to net interest and finance costs because the primary purpose of prepaying
it was to take advantage of the reduction in the leased-asset financing amount
offered to induce the Company to prepay.
In other cases, lenders have wished to divest themselves of aviation
–related loans and similar inducements have been offered.  The extinguishment of debt was not primarily
undertaken to manage interest rate risk and

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

Mail Stop 0510

      April 7, 2005

Via U.S. mail and facsimile

Charles F. Willis, IV, Chief Executive Officer, President
Willis Lease Finance Corporation
2320 Marinship Way, Suite 300
Sausalito, CA  94965

	RE:	Form 10-K for the fiscal year ended December 31, 2004
			File No. 1-15369

Dear Mr. Willis:

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

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

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.

Item 1. Business

Aircraft Equipment Leasing, page 3
2. Please expand your disclosure do discuss the dependence of your
business upon a single customer, or a few customers, the loss of
any
one or more of which would have a material adverse effect on your
business.  Refer to Item 101(c)(vii) of Regulation S-K.

Item 5. Market for Registrant`s Common Equity and Related
Stockholder
Matters, page 8
3. Please expand your disclosure to include information relating
to
your dividend policy and your ability to pay such dividends,
including any restrictions on paying dividends imposed on you by
your
debtors.  Refer to Item 201(c) of Regulation S-K.

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

Liquidity and Capital Resources, page 14
4. Please expand your disclosure to discuss the effects your
restricted cash has and will likely have on your current and
future
liquidity.
5. Please expand your disclosure to include the amount you expect
to
invest in equipment in 2005 and how you anticipate funding these
investments.
6. You have disclosed on page 12 that you currently benefit from
the
Extraterritorial Income Exclusion regulations, which significantly
reduce your effective tax rate.  You further disclose that this
benefit is being phased out due to recent legislation.  Please
expand
your disclosure to discuss the likely impact this will have on
your
liquidity and results of operations.

7. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt.  Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  Please also disclose
any
assumptions you made to derive these amounts.

Related Party and Similar Transactions, page 17
8. You disclosed that avioserv purchased one engine from you
during
the year ended December 31, 2004.  Please expand your disclosure
here
and in your notes to the financial statements to include the gain
or
loss recorded related to this transaction.
9. You disclosed that Aloha recently filed for reorganization
under
Chapter 11 of the Bankruptcy Code and that you expect their
obligations under the guarantees to be discharged.  Please expand
your disclosure here and in your notes to the financial statements
to
discuss the following:
* any amounts written off, including the period in which it was
recorded and the line item it was recorded in your statements of
income and
* any remaining balances recorded on your balance sheet.
Please include in your explanation support for your accounting
treatment, if applicable.

Item 9A. Controls and Procedures, page 20
10. Please disclose whether there have been any changes in your
internal controls and procedures during the most recent quarter.
See
Item 308 of Regulation S-K.

Financial Statements

Report of Independent Registered Public Accountants, page 30
11. Your auditor`s report does not appear to comply with PCAOB
Standard No. 1.  You auditor`s report indicates that they
conducted
their audit in accordance with "auditing standards of the Public
Company Accounting Oversight Board (United States)" rather than in
accordance with "the standards of the Public Company Accounting
Oversight Board (United States)."  Please amend your filing by
obtaining from your auditors a revised opinion, since there is a
distinction between the two references.  Refer to PCAOB Standard
No.
1, Exhibit 2.

Consolidated Statements of Income, page 32
12. You have recorded $4.1 million relating to a net gain on debt
prepayment as revenue.  You disclosed on page 12 that this gain
was
attributable to prepaying a revolving credit facility at a
discount
and recording this based on the guidance under SFAS 145.  Please
tell
us the facts and circumstances that lead you determine that this
transaction should be recorded as revenue rather than net interest
and finance costs.  If after considering the above, you now
believe
that it represents net interest and finance costs, revise your
statements of income and all related disclosures accordingly.
Please
also ensure that you include that describes the restatement.

(1) Organization and Summary of Significant Accounting Policies

(k) Cash and Cash Equivalents, page 37
13. Please disclose in greater detail the nature and terms of the
restricted cash amounts.  Please tell us supplementally how you
determined that these amounts could each be included in cash and
cash
equivalents.  Please revise your disclosures to clarify this as
well.
Refer to Financial Reporting Codification 203, Rule 5-02.1 of
Regulation S-X and footnote 1 to SFAS 95.

(r) Initial Direct Costs associated with Leases, page 39
14. Please expand your disclosure to include the types of initial
direct costs you defer and amortize over the term of the lease.
In
addition, please include the line items where these are recorded
in
your financial statements and the related amounts for each of the
periods presented.

(6) Income Taxes, page 46
15. You have disclosed that the expiration of your federal net
operating loss carry forwards will expire through 2024 and your
state
net operating loss carry forwards will expire through 2014 if
unused.
Please expand your disclosure to include the amounts that you
anticipate will expire over each of the next five years and any
remaining amounts thereafter in total.  Also, please revise your
disclosure to present separately deferred tax liabilities and
assets
into current and noncurrent.  Refer to paragraphs 41 and 48 of
SFAS
109.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 824-
5578
or, in her absence, to the undersigned at (202) 942-1774.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Charles F. Willis, IV
April 7, 2005
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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