Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Webber Judith M
 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]
(Last)
(First)
(Middle)
2320 MARINSHIP WAY SUITE 300		 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 Original Filed(Month/Day/Year)
(Street)

SAUSALITO, CA 94965		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Webber Judith M
2320 MARINSHIP WAY SUITE 300
SAUSALITO, CA 94965		       Sr. VP Technical Services  

Signatures

Brian D. Hanson 02/10/2006
**Signature of Reporting Person Date

Explanation of Responses:

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

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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