8-K

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 (Date of earliest event reported): November 30, 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:

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

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

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

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

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)Monica J. Burke tendered her resignation as the Executive Vice President and Chief Financial Officer of Willis Lease Finance Corporation (the “Company”) on November 30, 2005 to be effective as of January 1, 2006.  It is anticipated that Ms. Burke will remain employed by the Company through January 15, 2006.

(c)Robert M. Warwick, the current Chief Accounting Officer of the Company, has been appointed and accepted the position of Executive Vice President and Chief Financial Officer of the Company effective as of January 1, 2006 for an indefinite term.  Mr. Warwick, age 50, has worked for the Company as Chief Accounting Officer since September 27, 2005 and as the Director of Finance since June 26, 2005.  Prior to joining the Company, Mr. Warwick served as the Chief Financial Officer for The Bar Association of San Francisco, and was the Controller for Catholic Healthcare West.  Prior to that, Mr. Warwick was the Controller for the San Mateo Times Newspaper Group and subsequently the Marin Independent Journal.

Item 9.01.  Financial Statements and Exhibits

The Company hereby furnishes the following exhibits with this report:

Exhibit No.	Description
99.1	Press Release issued December 6, 2005

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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:  December 6, 2005

WILLIS LEASE FINANCE CORPORATION
By:	/s/ Monica J. Burke
	Monica J. Burke
	Executive Vice President and
	Chief Financial Officer

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EX-99.1

Exhibit 99.1

CORPORATE INVESTOR RELATIONS		CONTACT:	Monica J. Burke
5333 15th Ave. South, Seattle, WA 98108			Chief Financial Officer
(206) 762-0993			(415) 275-5100
www.stockvalues.com

NEWS RELEASE

Willis Lease Finance Promotes Robert M. Warwick to Chief Financial Officer

SAUSALITO, CA – December 6, 2005—Willis Lease Finance Corporation (NASDAQ: WLFC), a leading lessor of commercial jet engines, today announced that Monica J. Burke will be leaving the company’s full-time employment in mid-January and has promoted Robert M. Warwick to Chief Financial Officer from Director of Finance effective January 1, 2006.

“In the three and half years I’ve worked with Willis Lease, I’ve greatly enjoyed working with the outstanding people here,” said Burke.  “I am very proud of the accomplishments we have achieved during my tenure, particularly the placement of the asset backed securitization transaction.”  The ABS transaction, completed in August, was the first of its kind to securitize a diversified portfolio of leased aircraft engines, and the first aviation-related securitization transaction since September 11, 2001 to be issued without an insurer guaranty.  “I have decided to take an extended break and spend more time with my family.”

“We understand Monica’s decision to leave for personal reasons, and believe the transition will be simple and orderly.  We greatly appreciate Monica’s dedication and hard work, and wish her well in the future,” said Charles F. Willis, President and CEO. 

“Bob Warwick has excellent financial skills, and I am confident in his ability to assume the role of Chief Financial Officer,” Burke commented.  “He is one of the most professional and skilled finance and accounting professionals with whom I have had the pleasure to work.”

Warwick graduated from Indiana University with a major in accounting and passed the California CPA exam in 1981.  Prior to joining Willis Lease, Warwick served as the Chief Financial Officer for The Bar Association of San Francisco, was the Controller for Catholic Healthcare West, the eighth largest hospital system in the nation, and has more than 28 years of experience in the accounting profession.  A dedicated community volunteer, Warwick has been a basketball coach, a little league umpire, a classroom parent and the Athletic Director for St. Raphael Parish CYO program.  He moved to Northern California more than 20 years ago to be the Controller for the San Mateo Times Newspaper Group and subsequently the Marin Independent Journal.  He resides in San Rafael, California, with his wife, son and daughter.

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 worldwide.  These leasing activities are integrated with the purchase and resale of used and refurbished commercial aircraft engines.

Note:  Transmitted on BusinessWire on December 6, 2005 at 11:20 a.m. PST.