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

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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