FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * JACOBS SY   2. Issuer Name and Ticker or Trading Symbol WILLIS LEASE FINANCE CORP [WLFC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE FIFTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2009 (Street) NEW YORK, NY 10003 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares 02/02/2009   P   9,600 A $ 8.75 670,672 I By JAM Partners, L.P. (1) Ordinary Shares               446,527 I By JAM Special Opportunities Fund, L.P. (2) Ordinary Shares               35,100 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JACOBS SY ONE FIFTH AVENUE NEW YORK, NY 10003		X
JACOBS ASSET MANAGEMENT, LLC ONE FIFTH AVENUE NEW YORK, NY 10003		X

Signatures

/s/ Sy Jacobs (+)		02/04/2009
**Signature of Reporting Person		Date
Jacobs Asset Management, LLC (+), By: /s/ Sy Jacobs, Managing Member		02/04/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	These securities are owned by JAM Partners, L.P. (the "Partnership"). These securities may be deemed to be beneficially owned by JAM Managers L.L.C., the general partner of the Partnership, Jacobs Asset Management, LLC, the investment manager of the Partnership, and Sy Jacobs, the managing member of both JAM Managers L.L.C. and Jacobs Asset Management, LLC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2)	These securities are owned by JAM Special Opportunities Fund, L.P. (the "Fund"). These securities may be deemed to be beneficially owned by JAM Equity Partners, LLC, the general partner of the Fund, Jacobs Asset Management, LLC, the investment manager of the Fund, and Sy Jacobs, the managing member of both JAM Equity Partners, LLC and Jacobs Asset Management, LLC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks: + The Reporting Person hereby disclaims beneficial ownership over the securities reported on this Form 4 except to the extent  of his pecuniary interest therein.  This report shall not be deemed an admission that the Reporting Person is the beneficial  owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any  other purpose.

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