Willis Lease Finance Corporation

Full Name of Registrant

Former Name if Applicable

2320 Marinship Way, Suite 300

Address of Principal Executive Office (Street and Number)

Sausalito, CA 94965

City, State and Zip Code

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense

ý

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

SEC 1344 (03-05)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(1)

Name and telephone number of person to contact in regard to this notification

Thomas C. Nord, Senior Vice President,
General Counsel and Secretary

(415)

331-5281

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

ý Yes    o No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

ý Yes    o No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects that its third quarter results will include significant changes in its results of operations from the corresponding period in 2004, including a net loss for the third quarter of 2005.  As described above, the Company is in the process of restating its financial statements for each of the years included in the three-year period ended December 31, 2004.  Until the restatement is completed, the Company is unable to provide specific, numerical comparisons between the period ended September 30, 2005 to the corresponding period in 2004 at this time.

As of today's date, the Company expects to report an increase in lease revenue for the third quarter of 2005 over the same period last year due primarily to higher utilization.  The higher lease revenue was due to a combination of higher utilization, higher lease rates and a somewhat larger lease portfolio.

Several items significantly affected the Company’s expenses this quarter.  The first item relates to the repayment of approximately $203 million on a prior warehouse credit facility following the close of a $228 million asset backed securitization (ABS).  As a result of the ABS transaction, previously capitalized funding costs of approximately $1.4 million must be written off.  This write-off was the primary reason for the loss in net income.

The second item relates to the inclusion of the fair value of derivative instruments in the statement of income.  As set forth in the Company's 8-K filed with the Securities and Exchange Commission on October 28, 2005, its documentation of derivatives was inadequate to qualify for hedge accounting under SFAS 133 “Accounting for Derivative Instruments and Hedging Activities” and, as a result, the company is filing an amended 10-K/A for the year ended December 31, 2004 as well as amended 10-Q filings for the first and second quarters of 2005 to account for this change.  The inclusion of the fair value of derivatives in the income statement increases the volatility of the Company's earnings from quarter to quarter and between years.

The third item relates to a significant increase in expenses.  Total expenses increased in the third quarter, reflecting the write-off of capitalized funding costs described above, increased interest costs, higher depreciation, and higher overhead costs.  Depreciation expense increased reflecting changes made in 2003 through 2005 in estimates of the useful lives and residual values on certain older engine types.  Continued increases in 1-month LIBOR, the index to which most of the Company’s debt is pegged, increased interest expense.  This index has almost doubled in the past year.  At September 30, 2005 it was approximately 3.86% compared to 1.84% for the same quarter end in 2004.  Third quarter general and administrative expense was up from the third quarter a year ago, reflecting higher corporate aircraft, personnel and regulatory compliance costs.  For the first nine months of 2005, general and administrative expense also rose.

Date

November 15, 2005

By

/s/ Monica J. Burke

Monica J. Burke

Title:

Executive Vice President and
Chief Financial Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).