SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Webber Judith M

(Last)

(First)

(Middle)

2320 MARINSHIP WAY SUITE 300

(Street)

SAUSALITO

94965

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2006

3. Issuer Name and Ticker or Trading Symbol
WILLIS LEASE FINANCE CORP [ wlfc ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP Technical Services

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,358	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	03/24/1997	03/24/2007	Common Stock	15,000⁽¹⁾	$13.5	D
Incentive Stock Option (right to buy)	09/03/1998	09/03/2008	Common Stock	3,000	$14	D
Incentive Stock Option (right to buy)	04/22/1999	04/22/2009	Common Stock	5,000	$15.56	D
Incentive Stock Option (right to buy)	10/13/2000	10/13/2010	Common Stock	15,000	$5.5	D
Incentive Stock Option (right to buy)	10/12/2001	10/12/2011	Common Stock	15,000	$5.4	D
Incentive Stock Option (right to buy)	05/08/2002	05/08/2012	Common Stock	13,110	$4.68	D
Incentive Stock Option (right to buy)	03/03/2003	03/03/2013	Common Stock	8,352	$5.01	D
Non-qualified Stock Option (right to buy)	08/05/2005	08/05/2015	Common Stock	15,000	$9.2	D

Explanation of Responses:

1. All grants listed on this Table II vest in 4 equal annual installments beginning on the grant date.

	Brian D. Hanson	02/10/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.