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: March 28, 2008

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware		001-15369		68-0070656
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

773 San Marin Drive, Suite 2215

Novato, California 94998

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 408-4700

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 1.01		Entry into a Material Definitive Agreement

Item 2.03		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 7.01		Regulation FD Disclosure

On March 28, 2008 Willis Engine Securitization Trust (WEST), the Company’s wholly owned bankruptcy remote Delaware statutory trust, issued and sold approximately $233 million of Series 2008 A1 and Series 2008 B1 term notes. These notes were issued to refinance WEST’s Series 2005 A2 and B2 warehouse notes and to purchase 11 engines from the Company.

In connection with this transaction the Company and WEST entered into the following Agreements:

1. Asset Transfer Agreement dated as of March 28, 2008 among the Company, WEST, and WEST Engine Funding, LLC.

2. Series 2008-A1 Note Purchase and Loan Agreement among WEST, the Company and the Initial Note Purchasers listed therein.

3. Series 2008-B1 Note Purchase and Loan Agreement dated as of March 28, 2008 among WEST, the Company, and Calyon Securities (USA) Inc.

On April 1, 2008 the Company issued a Press Release announcing this transaction. A copy of this Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01		Financial Statements and Exhibits

		The Following Exhibit is being furnished herewith:

Exhibit No.		Description

99.1		Press Release issued April 1, 2008

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 April 2, 2008.

	WILLIS LEASE FINANCE CORPORATION


By:		/s/ Thomas C. Nord
		Thomas C. Nord
		Senior Vice President and
		General Counsel

Exhibit 99.1

CORPORATE INVESTOR RELATIONS

CONTACT:		Brad Forsyth
5333 15^th Ave. South, Seattle, WA 98108		Chief Financial Officer
(206) 762-0993		(415) 408-4714
www.stockvalues.com

NEWS RELEASE

Willis Lease Closes Private Placement of $233 Million of 13-15 year Term Notes for its Asset Backed Securitization

NOVATO, CA – April 1, 2008 — Willis Lease Finance Corporation (NASDAQ: WLFC), a leading lessor of commercial jet engines, reported it closed a private placement of $233 million of new 13-15 year term notes for Willis Engine Securitization Trust (WEST) on March 28, 2008. The proceeds of the term notes were used to repay existing warehouse borrowings totaling $164 million and to purchase 11 engines from Willis Lease. WEST issued $200 million of new warehouse notes in December 2007, which remain undrawn.

“Willis Lease continues to demonstrate its ability to access the credit markets; and is poised to continue to grow its engine portfolio,” said Charles F. Willis, President and CEO. “The term note placement was completed based upon the fundamental strength of WEST, which has remained unchanged despite the difficult capital markets. The transaction validates the ground breaking structure, created in 2005 on the initial WEST note issuance, which was the first to securitize a portfolio of leased aircraft engines, and is a testament to the asset class. We are very pleased by the excellent execution of the structuring and placement of the transaction by Calyon Securization and Aviation teams in NY and in Europe.”

“As WEST is a wholly owned trust, the transaction will remain on the company’s balance sheet. The new term notes provide 13-15 year term financing for WEST engines, which have very long economic lives,” said Brad Forsyth, Chief Financial Officer.

The placement effort was led by Willis Lease management team members including: Joseph Howard, Treasurer; Brad Forsyth, Chief Financial Officer; and Thomas Nord, General Counsel.

The details of this transaction are as follows. Calyon Securities was the Sole Placement Agent, Sole Structuring Agent, and provides a liquidity facility. Pillsbury Winthrop Shaw Pittman LLP, provided legal counsel for WEST and the company. The 2008-A1 Notes were rated ‘Baa1’ by Moody’s Investors Services and ‘A’ by Fitch Ratings. The 2008-A1 Notes are floating rate and tied to 1-month Libor plus 150 bps. The placement includes $20.3 million of Series 2008-B1 Floating Rate Notes, which are rated ‘Baa3” by Moody’s and BBB by Fitch, which may be increased to $32 million. The 2008-B1 Notes are also floating rate and tied to 1-month Libor plus 350 bps.

About Willis Lease Finance

Willis Lease Finance Corporation leases spare commercial aircraft engines 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.

Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made; and the Company undertakes no obligation to update them. The Company’s actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to, the effects on the airline industry and the global economy of events such as terrorist activity, changes in oil prices and other disruptions to the world markets; trends in the airline industry, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; the ability of the Company to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, the ability of the Company to continue to meet the changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in the Company’s portfolio; and other risks detailed in the Company’s Annual Report on Form 10-K and other continuing reports filed with the Securities and Exchange Commission.