UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: November 18, 2005

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-28774	68-0070656
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2320 Marinship Way, Suite 300 Sausalito, California 94965
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 275-5100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

The following information and exhibit are furnished pursuant to Item 7.01, “Regulation FD Disclosure”. This information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

On November 14, 2005, the Company issued a Press Release announcing the Company is not yet ready to file its Form 10-Q for the quarter ended September 30, 2005. As previously announced, the Company will restate its financial statements for 2004 and the first and second quarters of 2005. Until the restatements are completed, the Company will not be in a position to finalize its financial statements for the third quarter of 2005. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements & Exhibits

The Company hereby furnishes the following exhibit pursuant to Item 7.01, “Regulation FD Disclosure”.

Exhibit No.		Description

99.1		Press Release issued November 14, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated as of November 18, 2005.

	WILLIS LEASE FINANCE
	CORPORATION

	By:	/s/ Monica J. Burke
		Monica J. Burke
		Executive Vice President and
		Chief Financial Officer

Exhibit 99.1

CONTACT: Monica J. Burke
Chief Financial Officer
(415) 331-5281

CORPORATE INVESTOR RELATIONS
5333 15^th Ave. South, Seattle, WA 98108
(206) 762-0993
www.stockvalues.com

NEWS RELEASE

Willis Lease Finance to Delay Third Quarter 10-Q Filing

SAUSALITO, CA – November 14, 2005—Willis Lease Finance Corporation (Nasdaq: WLFC), a leading lessor of commercial jet engines, today announced it is not yet ready to file its Form 10-Q for the quarter ended September 30, 2005, which is due today. As previously announced, the company will restate its financial statements for 2004 and the first and second quarters of 2005. Until the restatements are completed, the company will not be in a position to finalize its financial statements for the third quarter of 2005.

On October 24, the company disclosed that it would restate its financial statements for 2002, 2003, 2004 and 2005 to conform to the accounting requirements of SFAS 133, “Accounting for Derivative Instruments and Hedging Activities.” The restatement does not impact the Company’s previously reported total assets, total liabilities, total shareholders’ equity or total cash flows. The economics of the interest rate derivative contracts are not affected.

The Company expects to file an amended Annual Report on Form 10-K for the year ended December 31, 2004, and amended Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, and June 30, 2005, with the SEC that will include the restated financial statements and related disclosures and file the Quarterly Report on Form 10-Q for the period ended September 30, 2005 by the extended due date, November 21, 2005.

About Willis Lease Finance

Willis Lease Finance Corporation leases spare commercial aircraft engines, rotable parts and aircraft to commercial airlines, aircraft engine manufacturers and overhaul/repair facilities. These leasing activities are integrated with the purchase and resale of commercial aircraft engines.

Certain statements contained in this press release reflect the Company’s expectations with respect to future events and may constitute “forward-looking statements” within the meaning of the federal securities laws. Pending the completion of the restatement of the Company’s financial statements for 2004 and the first and second quarters of 2005, it is possible that the information provided in the press release, including the date upon which the Company intends to file the restatements, may change. All forward-looking statements are subject to a variety of uncertainties, unknown risks and other factors concerning the Company’s operations and business environment, which are difficult to predict and are beyond the control of the Company. Factors that might cause such a difference include, but are not limited to, maintaining supplier and customer relationships, the effect of changing economic conditions, terrorist attacks and other political instability, changes in accounting guidelines, continuing review by and discussions with our independent accountants.

Note: Transmitted on Business Wire at 4:09 p.m. on November 14, 2005