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): June 9, 2006

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

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 9, 2006, the registrant was notified by the Staff of the NASDAQ stock market that, with the appointment of Hans Jörg Hunziker as the third member of its audit committee, the registrant complies with the audit committee requirements set forth in Marketplace Rule 4350(d)(2).

The registrant issued a press release on June 12, 2006 announcing its receipt of the notice from the NASDAQ Staff. A copy of the registrant’s press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

The registrant hereby furnishes the following exhibit with this report:

Exhibit No.	Description
99.1	Press Release issued June 12, 2006

2

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:  June 14, 2006

WILLIS LEASE FINANCE CORPORATION
By:	/s/ Thomas C. Nord
	Thomas C. Nord
	Senior Vice President

3

EX-99.1

Exhibit 99.1

CORPORATE INVESTOR RELATIONS
5333 15th Ave. South, Seattle, WA 98108	CONTACT:	Robert M. Warwick
(206) 762-0993		Chief Financial Officer
www.stockvalues.com		(415) 275-5100
NEWS RELEASE

WILLIS LEASE SATISFIES NASDAQ LISTING REQUIREMENT

SAUSALITO, CA — June 12, 2006—Willis Lease Finance Corporation (NASDAQ: WLFC), a leading lessor of commercial jet engines, today reported it was notified by Nasdaq that it has complied with Market Rule 4350(d)2 with the appointment by the Board of Directors of Hans Jörg Hunziker to its Audit Committee, filling the vacancy created when former Director Glenn L. Hickerson chose not to stand for reelection to the Company’s Board of Directors. Mr. Hunziker will become the third member of the Company’s Audit Committee, as required by Nasdaq in Marketplace Rule 4350.

Mr. Hunziker was elected to the Company’s Board of Directors at its Annual Meeting on May 25, 2006. He previously served on the Willis Lease Board of Directors from 2000 to 2002 and returned to service again this year. Formerly the President and Chief Executive Officer of Flightlease AG Ltd. and Chief Financial Officer of SAirServices Ltd., he has over 30 years of experience in the aviation industry. Mr. Hunziker holds a Masters degree in economics and business administration from the University of Zurich and holds the equivalent of a doctoral degree from the University of Zurich.

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.

- 0 -

Note: Transmitted on Business Wire on June 12, 2006 at 1:15 p.m. PDT.