SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 2)


                           Willis Lease Finance Corp.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $0.01 Par Value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    970646105
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2005
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


     Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

          [_] Rule 13d-1(b)

          [X] Rule 13d-1(c)

          [_] Rule 13d-1(d)


----------
(1)  The remainder of this cover page shall be filled out for a reporting
     person's initial filing on this form with respect to the subject class of
     securities, and for any subsequent amendment containing information which
     would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



CUSIP No.   970646105
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

      Sy Jacobs

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [X]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     51,236

6.   SHARED VOTING POWER

     593,144

7.   SOLE DISPOSITIVE POWER

     51,236

8.   SHARED DISPOSITIVE POWER

     593,144

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     644,380

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     7.0%

12.  TYPE OF REPORTING PERSON*

     IN

--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No.   970646105
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     JAM Partners, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [x]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     593,144

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     593,144

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     593,144

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     6.5%

12.  TYPE OF REPORTING PERSON*

     PN

--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No.   970646105
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     JAM Managers L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [X]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     593,144

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     593,144

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     593,144

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                     [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     6.5%

12.  TYPE OF REPORTING PERSON*

     OO

--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No.   970646105
            ---------------------

Item 1(a).  Name of Issuer:


            Willis Lease Finance Corp.
            --------------------------------------------------------------------

Item 1(b).  Address of Issuer's Principal Executive Offices:

            2320 Marinship Way
            Suite 300
            Sausalito, California  94965
            --------------------------------------------------------------------

Item 2(a).  Name of Persons Filing:

            Sy Jacobs
            JAM Partners, L.P.
            JAM Managers L.L.C.
            --------------------------------------------------------------------

Item 2(b).  Address of Principal Business Office, or if None, Residence:

            One Fifth Avenue
            New York, New York 10003
            --------------------------------------------------------------------

Item 2(c).  Citizenship:

            Sy Jacobs- United States
            JAM Partners, L.P. - Delaware limited partnership
            JAM Managers L.L.C. - Delaware limited liability company
            --------------------------------------------------------------------

Item 2(d).  Title of Class of Securities:

            Common Stock, $0.01 par value
            --------------------------------------------------------------------

Item 2(e).  CUSIP Number:

            970646105
            --------------------------------------------------------------------

Item 3.     If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
            or (c), Check Whether the Person Filing is a:

     (a)  [_] Broker or dealer registered under Section 15 of the Exchange Act.

     (b)  [_] Bank as defined in Section 3(a)(6) of the Exchange Act.

     (c)  [_] Insurance company as defined in Section 3(a)(19) of the Exchange
              Act.

     (d)  [_] Investment company registered under Section 8 of the Investment
              Company Act.

     (e)  [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

     (f)  [_] An employee benefit plan or endowment fund in accordance with Rule
              13d-1(b)(1)(ii)(F);

     (g)  [_] A parent holding company or control person in accordance with Rule
              13d-1(b)(1)(ii)(G);

     (h)  [_] A savings association as defined in Section 3(b) of the Federal
              Deposit Insurance Act;

     (i)  [_] A church plan that is excluded from the definition of an
              investment company under Section 3(c)(14) of the Investment
              Company Act;

     (j)  [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

Sy Jacobs:

     (a) Amount beneficially owned:

         644,380
         -----------------------------------------------------------------------

     (b) Percent of class:

         7.0%
         -----------------------------------------------------------------------

     (c) Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote                51,236
                                                              ----------------,

          (ii) Shared power to vote or to direct the vote             593,144
                                                              ----------------,

         (iii) Sole power to dispose or to direct the
               disposition of                                          51,236
                                                              ----------------,

          (iv) Shared power to dispose or to direct the
               disposition of                                         593,144
                                                              ----------------.

JAM Partners, L.P.:

     (a) Amount beneficially owned:

         593,144
         -----------------------------------------------------------------------

     (b) Percent of class:

         6.5%
         -----------------------------------------------------------------------

     (c) Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote                     0
                                                              ----------------,

          (ii) Shared power to vote or to direct the vote             593,144
                                                              ----------------,

         (iii) Sole power to dispose or to direct the
               disposition of                                               0
                                                              ----------------,

          (iv) Shared power to dispose or to direct the
               disposition of                                         593,144
                                                              ----------------.

JAM Managers, L.L.C.:

     (a) Amount beneficially owned:

         593,144
         -----------------------------------------------------------------------

     (b) Percent of class:

         6.5%
         -----------------------------------------------------------------------

     (c) Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote                     0
                                                              ----------------,

          (ii) Shared power to vote or to direct the vote             593,144
                                                              ----------------,

         (iii) Sole power to dispose or to direct the
               disposition of                                               0
                                                              ----------------,

          (iv) Shared power to dispose or to direct the
               disposition of                                         593,144
                                                              ----------------.

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [_].

         N/A
         -----------------------------------------------------------------------

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

         N/A
         -----------------------------------------------------------------------

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

         N/A
         -----------------------------------------------------------------------

Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

         N/A
         -----------------------------------------------------------------------

Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.

         N/A
         -----------------------------------------------------------------------

Item 10. Certification pursuant to Rule 13d-1(c):

         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were not acquired and are not
         held for the purpose of or with the effect of changing or influencing
         the control of the issuer of the securities and were not acquired and
         are not held in connection with or as a participant in any transaction
         having such purpose or effect.





                                    SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                                       February 14, 2005
                                                  ------------------------------
                                                             (Date)



                                                  /s/ Sy Jacobs
                                                  -------------------------
                                                  Sy Jacobs


                                                  JAM PARTNERS, L.P.

                                                  By: JAM MANAGERS L.L.C.
                                                      General Partner


                                                  By:  /s/ Sy Jacobs
                                                       --------------------
                                                         Sy Jacobs
                                                         Managing Member


                                                  JAM MANAGERS L.L.C.

                                                  By:  /s/ Sy Jacobs
                                                       --------------------
                                                           Sy Jacobs
                                                           Managing Member


Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).





                                                                       Exhibit A


                                    AGREEMENT

The undersigned agree that this Schedule 13G dated February 14, 2005 relating to
the Common Stock, $0.01 Par Value of Willis Lease Finance Corp. shall be filed
on behalf of the undersigned.


                                                  /s/ Sy Jacobs
                                                  -------------------------
                                                  Sy Jacobs


                                                  JAM PARTNERS, L.P.

                                                  By: JAM MANAGERS L.L.C.
                                                      General Partner


                                                  By:  /s/ Sy Jacobs
                                                       --------------------
                                                         Sy Jacobs
                                                         Managing Member


                                                  JAM MANAGERS L.L.C.

                                                  By:  /s/ Sy Jacobs
                                                       --------------------
                                                           Sy Jacobs
                                                           Managing Member



February 14, 2006
--------------------
Date





01252.0001 #637340