May 13, 2025
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Kate Beukenkamp |
| Re: | Willis Lease Finance Corporation |
Registration Statement on Form S-3
Filed May 6, 2025
File No. 333-286998
REQUEST FOR ACCELERATION OF EFFECTIVENESS
Acceleration Request
Requested Date: May 15, 2025
Requested Time: 4:01 p.m. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Willis Lease Finance Corporation (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the Company’s Registration Statement on Form S-3 (File No. 333-286998) effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Company hereby authorizes Albert Vanderlaan, who is an attorney with the Company’s outside legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.
The Company requests that it be notified of such effectiveness by a telephone call to Mr. Vanderlaan at (617) 880-2219.
[Signature page follows]
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