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: June 1, 2011

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:

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

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

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

¨ 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 June 1, 2011, the Company issued a Press Release describing the Company’s entry into a joint venture agreement with Mitsui & Co., Ltd. to acquire and lease IAE V2500-A5 and General Electric CF34-10E jet engines. 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 June 1, 2011

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 2, 2011

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

EX-99.1

Exhibit 99.1

NEWS RELEASE CONTACT: Charles F. Willis, CEO Jesse Crews, COO          (415) 408-4700              

Willis Lease Finance and Mitsui & Co., Ltd. Form Joint Venture for Jet Engine Leasing

Novato, CA, and Dublin, Ireland –June 1, 2011 – Willis Lease Finance Corporation (Nasdaq:WLFC), announced today it has entered into a joint venture agreement with Mitsui & Co., Ltd. (“Mitsui”, head office: Tokyo) to acquire and lease IAE V2500-A5 and General Electric CF34-10E jet engines. IAE V2500 engines are used on the Airbus A320 family of aircraft and CF34-10E engines are used on the Embraer E190 and E195 aircraft.

“We are delighted to partner with Mitsui and believe the joint venture will have a number of competitive advantages in the engine leasing market,” said Charles F. Willis, President and CEO. “Our deep knowledge of the jet engine leasing market and Mitsui’s equity capital contribution, ability to provide attractive financing and its global network will be a powerful combination.”

Willis Lease and Mitsui will each own 50% of the new joint venture. The new company, named Willis Mitsui & Co Engine Support Ltd., will be an Irish corporation with offices in Dublin. Initially the joint venture plans to acquire approximately $150 million in assets. Willis Lease will provide the initial lease portfolio by selling seven V2500 engines to the joint venture by the third quarter of 2011.

About Willis Lease Finance

Willis Lease Finance is a specialty leasing firm with $1.1 billion in assets and revenues of $148 million in 2010. The Company leases spare commercial aircraft engines and aircraft to commercial airlines, aircraft engine manufacturers, air cargo carriers and maintenance, repair and overhaul facilities worldwide. These leasing activities are integrated with the purchase and resale of used and refurbished commercial aircraft engines.

About Mitsui & Co., Ltd.

Mitsui is a major Japanese trading company with a net worth of ¥ 2,427 billion (US $29 billion) and net income for the 2010 fiscal year of ¥306 billion (US $3.7 billion). Mitsui & Co., Ltd. pursues business in a vast range of fields, which can be broadly divided into the following four areas: Mineral Resources and Energy, Global Marketing Networks, Lifestyle Business, and Infrastructure. Utilizing its global operating locations, network and information resources, Mitsui is multilaterally pursuing business that ranges from product sales, worldwide logistics and financing, through to the development of major international infrastructure and other projects in the following fields: Iron & Steel Products, Mineral & Metal Resources, Infrastructure Projects, Motor Vehicles, Marine & Aerospace, Chemicals, Energy, Foods & Retail, Consumer Services, Information, Electronics and Telecommunications, Financial Markets and Transportation Logistics.    www.mitsui.co.jp.

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Note: Transmitted on Globenewswire on June 1, 2011, at 10:27 a.m. PDT.