As filed with the Securities and Exchange Commission on November 1, 1996
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              --------------------

                        Willis Lease Finance Corporation
             (Exact name of registrant as specified in its charter)

            California                                  68-0070656
   (State or other jurisdiction              (IRS Employer Identification No.)
 of incorporation or organization)

                           180 Harbor Drive, Suite 200
                           Sausalito, California 94965
               (Address of principal executive offices) (Zip Code)

                              --------------------

                      1996 Stock Option/Stock Issuance Plan
                          Employee Stock Purchase Plan
                            (Full title of the Plans)

                              --------------------

                              Charles F. Willis, IV
                             Chief Executive Officer
                        Willis Lease Finance Corporation
                           180 Harbor Drive, Suite 200
                           Sausalito, California 94965
           (Name and address, including zip code of agent for service)
                                 (415) 331-5281
          (Telephone number, including area code, of agent for service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE
================================================================================
<CAPTION>

                                                                   Proposed              Proposed
            Title of                                                Maximum               Maximum
           Securities                           Amount             Offering              Aggregate            Amount of
              to be                             to be                Price               Offering           Registration
           Registered                        Registered(1)        per Share(2)           Price(2)                Fee
           ----------                        -------------        ------------           ---------          ------------

1996 Stock Option/Stock Issuance Plan
<S>                                         <C>                     <C>                 <C>                    <C>

Options to Purchase                             525,000               N/A                   N/A                  N/A
Common Stock

Common Stock,
no par value                                525,000 shares            $10               $5,250,000             $1,811


Employee Stock Purchase Plan

Common Stock,                                75,000 shares          $10.56               $750,000               $259
no par value
                                                                                         Aggregate Filing Fee $2,070

================================================================================

<FN>
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable  under the 1996 Stock  Option/Stock
         Issuance Plan and/or the Employee  Stock Purchase Plan by reason of any
         stock  dividend,   stock  split,   recapitalization  or  other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the outstanding  shares of Common Stock
         of Willis Lease Finance Corporation.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low  selling  prices  per share of Common  Stock of Willis
         Lease  Finance  Corporation  on October  23,  1996,  as reported by the
         Nasdaq National Market.
</FN>
</TABLE>

                                                       
                                                              

<PAGE>



                                     PART II

               Information Required in the Registration Statement


Item 3.  Incorporation of Documents by Reference

         Willis Lease Finance Corporation (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The  Registrant's  prospectus  filed with the SEC  pursuant to
                  Rule 424(a) of the  Securities  Act of 1933,  as amended  (the
                  "1933 Act"),  in connection  with the  Registration  Statement
                  Number 333-5126-LA on Form SB-2 filed with the SEC on June 21,
                  1996,  together with amendments thereto, in which there is set
                  forth audited financial statements for the Registrant's fiscal
                  year(s) ended December 31, 1995; and

         (b)      The Registrant's  Registration Statement No. 000-28774 on Form
                  8-A filed with the SEC on September 5, 1996, in which there is
                  described the terms,  rights and provisions  applicable to the
                  Registrant's outstanding Common Stock.


         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.


Item 4.  Description of Securities

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel

         Not Applicable.


Item 6.  Indemnification of Directors and Officers

                  Section 317 of the  California  General  Corporation  Law (the
"California  Law") and Article III of the  Company's  Articles of  Incorporation
(the "Articles"),  provide for the indemnification of directors,  officers,  and
"agents"  (as  defined  in Section  317 of the  California  Law)  under  certain
circumstances.  The  Articles  grant  the  Company  the power to  indemnify  its
directors,  officers,  and  agents  under  certain  circumstances  to the extent
permitted  by  California  Law  against  certain  expenses,   judgments,  fines,
settlements  and other amounts  actually and  reasonably  incurred in connection
with any  proceeding  arising by reason of his or her  position  as a  director,
officer, employee or agent.

                  Section 317 of the  California Law provides that a corporation
has the power to purchase and  maintain  insurance on behalf of any agent of the
corporation against any liabilities asserted against or incurred by the agent in
such capacity. The Company plans to procure a directors' and officers' liability
insurance  policy insuring the Company's  directors and officers against certain
liabilities  and  expenses  incurred by them in their  capacities  as such,  and
insuring  the  Company   under   certain   circumstances,   in  the  event  that
indemnification payments are made by the Company to such directors and officers.

                                                       
                                                              

<PAGE>




                  Section  204(a)(11)  of the  California  Law  provides for the
indemnification,  subject to certain  limitations,  of  directors,  officers and
agents for breach of their duty to a corporation and its  shareholders in excess
of that expressly permitted by Section 317 of the California Law.

                  The Company has entered into  indemnification  agreements with
its directors and  officers.  These  agreements  provide  substantially  broader
indemnity  rights than those provided under the California Law and the Company's
Bylaws.  The  indemnification  agreements  are not intended to deny or otherwise
limit  third-party  or derivative  suits against the Company or its directors or
officers,   but  if  a  director  or  officer  were  entitled  to  indemnity  or
contribution  under the  indemnification  agreement,  the financial  burden of a
third-party  suit  would be borne by the  Company,  and the  Company  would  not
benefit  from  derivative  recoveries  against the  director  or  officer.  Such
recoveries  would accrue to the benefit of the  Company,  but would be offset by
the Company's  obligations to the director or officer under the  indemnification
agreement.


Item 7.  Exemption from Registration Claimed

         Not Applicable.


<TABLE>
Item 8.  Exhibits
<CAPTION>

Number             Exhibit
------             -------
<S>                <C>
  4                Instruments Defining Rights of Stockholders.  Reference is made to Registrant's Registration
                   Statement No. 00-28774 on Form 8-A, which is incorporated herein by reference pursuant
                   to Item 3(b).
  5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
 23.1              Consent of KPMG Peat Marwick LLP, independent accountants.
 23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
 24                Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
 99.1              1996 Stock Option/Stock Issuance Plan.
 99.2              Form of Notice of Grant of Stock Option.
 99.3              Form of Stock Option Agreement.
 99.4              Addendum to Stock Option Agreement - Involuntary Termination Following Corporate
                   Transaction.
 99.5              Addendum to Stock Option Agreement - Limited Stock Appreciation Rights.
 99.6              Addendum to Stock Option Agreement - Involuntary Termination Following Change in
                   Control.
 99.7              Notice of Grant of Non-Associate Director Automatic Stock Option - Initial.
 99.8              Notice of Grant of Non-Associate Director Automatic Stock Option - Annual.
 99.9              Automatic Stock Option Agreement.
 99.10             Form of Stock Issuance Agreement.
 99.11             Addendum to Stock Issuance Agreement - Involuntary Termination Following Corporate
                   Transaction.
 99.12             Addendum to Stock Issuance Agreement - Involuntary Termination Following Change in
                   Control.
 99.13             Employee Stock Purchase Plan.
 99.14             Form of Stock Purchase Agreement.
 99.15             Form of Enrollment/Change Form.
</TABLE>


                                      II-2.
                                                       
                                                              

<PAGE>




Item 9.  Undertakings

    A. The undersigned  Registrant  hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof;  and (3) to remove
from  registration by means of a post-effective  amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1996
Stock Option/Stock Issuance Plan and/or the Employee Stock Purchase Plan.

    B. The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors,  officers,  or controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that, in the opinion of the SEC, such  indemnification is against public
policy as expressed in the 1933 Act, and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses  incurred or paid by a director,  officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or  proceeding)  is asserted by such  director,  officer,  or  controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                      II-3.
                                                       
                                                              

<PAGE>



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the  requirements  for filing on Form S-8,  and has duly  caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly  authorized,  in the City of Sausalito,  State of California,  on
this 21st day of October, 1996.

                                        WILLIS LEASE FINANCE CORPORATION


                                        By: /s/ Charles F. Willis
                                            ----------------------------
                                                Charles F. Willis, IV
                                                President


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the  undersigned  officers and  directors of Willis Lease
Finance Corporation, a California Corporation,  do hereby constitute and appoint
Charles  F.  Willis  and  Elliot  M.  Fischer,  and  each of  them,  the  lawful
attorneys-in-fact  and agents  with full power and  authority  to do any and all
acts and things and to execute any and all instruments  which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to  enable  said  corporation  to comply  with the  Securities  Act of 1933,  as
amended,  and any rules or  regulations  or  requirements  of the Securities and
Exchange  Commission in connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements to this  Registration  Statement,  and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any one of them, shall do or
cause to be done by  virtue  hereof.  This  Power of  Attorney  may be signed in
several counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant   to  the   requirements   of  the  1933  Act,   this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


Signature                    Title                              Date
---------                    -----                              ----

/s/ Charles F. Willis        President and Director             October 21, 1996
-------------------------    (Principal Executive Officer)
Charles F. Willis, IV 


                                      II-4.
                                                       
                                                              

<PAGE>




Signature                    Title                              Date
---------                    -----                              ----

/s/ Elliot M. Fischer        Chief Financial Officer            October 21, 1996
-------------------------    and Controller
Elliot M. Fischer            (Principal Financial Officer and
                             Principal Accounting Officer)



/s/ William L. McElfresh     Executive Vice President           October 21, 1996
-------------------------    and Director
William L. McElfresh




/s/ Ross K. Anderson         Director                           October 21, 1996
-------------------------
Ross K. Anderson





/s/ William M. LeRoy         Director                           October 21, 1996
-------------------------
William M. LeRoy





/s/ Willard H. Smith, Jr.    Director                           October 21, 1996
-------------------------
Willard H. Smith, Jr.

                                      II-5.
                                                       
                                                              

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                        WILLIS LEASE FINANCE CORPORATION



                                                       
                                                              

<PAGE>


<TABLE>

                                  EXHIBIT INDEX

<CAPTION>
Number         Exhibit
------         -------
 <S>           <C>
  4            Instruments Defining Rights of Stockholders.  Reference is made to Registrant's Registration
               Statement No. 00-28774 on Form 8-A, which is incorporated herein by reference pursuant
               to Item 3(b).
  5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
 23.1          Consent of KPMG Peat Marwick LLP, independent accountants.
 23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
 24            Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
 99.1          1996 Stock Option/Stock Issuance Plan.
 99.2          Form of Notice of Grant of Stock Option.
 99.3          Form of Stock Option Agreement.
 99.4          Addendum to Stock Option Agreement - Involuntary Termination Following Corporate
               Transaction.
 99.5          Addendum to Stock Option Agreement - Limited Stock Appreciation Rights.
 99.6          Addendum to Stock Option Agreement - Involuntary Termination Following Change in
               Control.
 99.7          Notice of Grant of Non-Associate Director Automatic Stock Option - Initial.
 99.8          Notice of Grant of Non-Associate Director Automatic Stock Option - Annual.
 99.9          Automatic Stock Option Agreement.
 99.10         Form of Stock Issuance Agreement.
 99.11         Addendum to Stock Issuance Agreement - Involuntary Termination Following Corporate
               Transaction.
 99.12         Addendum to Stock Issuance Agreement - Involuntary Termination Following Change in
               Control.
 99.13         Employee Stock Purchase Plan.
 99.14         Form of Stock Purchase Agreement.
 99.15         Form of Enrollment/Change Form.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22283}]
{"company-data": {"conformed-name": "WILLIS LEASE FINANCE CORP", "cik": "0001018164", "assigned-sic": "7359", "irs-number": "680070656", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15343", "film-number": "96651856"}, "business-address": {"street1": "180 HARBOR DR", "street2": "STE 200", "city": "SAUSALITO", "state": "CA", "zip": "94965", "phone": "4153315281"}, "mail-address": {"street1": "180 HARBOR DR", "street2": "SUITE 200", "city": "SAUSALITO", "state": "CA", "zip": "94965"}}
As filed with the Securities and Exchange Commission on November 1, 1996
                                                  Registration No. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              --------------------

                        Willis Lease Finance Corporation
             (Exact name of registrant as specified in its charter)

            California                                  68-0070656
   (State or other jurisdiction              (IRS Employer Identification No.)
 of incorporation or organization)

                           180 Harbor Drive, Suite 200
                           Sausalito, California 94965
               (Address of principal executive offices) (Zip Code)

                              --------------------

                      1996 Stock Option/Stock Issuance Plan
                          Employee Stock Purchase Plan
                            (Full title of the Plans)

                              --------------------

                              Charles F. Willis, IV
                             Chief Executive Officer
                        Willis Lease Finance Corporation
                           180 Harbor Drive, Suite 200
                           Sausalito, California 94965
           (Name and address, including zip code of agent for service)
                                 (415) 331-5281
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed              Proposed
            Title of                                                Maximum               Maximum
           Securities                           Amount             Offering              Aggregate            Amount of
              to be                             to be                Price               Offering           Registration
           Registered                        Registered(1)        per Share(2)           Price(2)                Fee
           ----------                        -------------        ------------           ---------          ------------

1996 Stock Option/Stock Issuance Plan
Options to Purchase                             525,000               N/A                   N/A                  N/A
Common Stock

Common Stock,
no par value                                525,000 shares            $10               $5,250,000             $1,811

Employee Stock Purchase Plan

Common Stock,                                75,000 shares          $10.56               $750,000               $259
no par value
                                                                                         Aggregate Filing Fee $2,070

================================================================================
(1)      This  Registration  Statement shall also cover any additional shares of
         Common Stock which become  issuable  under the 1996 Stock  Option/Stock
         Issuance Plan and/or the Employee  Stock Purchase Plan by reason of any
         stock  dividend,   stock  split,   recapitalization  or  other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the outstanding  shares of Common Stock
         of Willis Lease Finance Corporation.

(2)      Calculated  solely for purposes of this  offering  under Rule 457(h) of
         the Securities Act of 1933, as amended,  on the basis of the average of
         the high and low  selling  prices  per share of Common  Stock of Willis
         Lease  Finance  Corporation  on October  23,  1996,  as reported by the
         Nasdaq National Market.
PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

         Willis Lease Finance Corporation (the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):

         (a)      The  Registrant's  prospectus  filed with the SEC  pursuant to
                  Rule 424(a) of the  Securities  Act of 1933,  as amended  (the
                  "1933 Act"),  in connection  with the  Registration  Statement
                  Number 333-5126-LA on Form SB-2 filed with the SEC on June 21,
                  1996,  together with amendments thereto, in which there is set
                  forth audited financial statements for the Registrant's fiscal
                  year(s) ended December 31, 1995; and

         (b)      The Registrant's  Registration Statement No. 000-28774 on Form
                  8-A filed with the SEC on September 5, 1996, in which there is
                  described the terms,  rights and provisions  applicable to the
                  Registrant's outstanding Common Stock.

         All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the 1934 Act after the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all securities  then remaining  unsold shall be deemed to be
incorporated  by reference  into this  Registration  Statement  and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a statement  contained  herein or in any  subsequently  filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

                  Section 317 of the  California  General  Corporation  Law (the
"California  Law") and Article III of the  Company's  Articles of  Incorporation
(the "Articles"),  provide for the indemnification of directors,  officers,  and
"agents"  (as  defined  in Section  317 of the  California  Law)  under  certain
circumstances.  The  Articles  grant  the  Company  the power to  indemnify  its
directors,  officers,  and  agents  under  certain  circumstances  to the extent
permitted  by  California  Law  against  certain  expenses,   judgments,  fines,
settlements  and other amounts  actually and  reasonably  incurred in connection
with any  proceeding  arising by reason of his or her  position  as a  director,
officer, employee or agent.

                  Section 317 of the  California Law provides that a corporation
has the power to purchase and  maintain  insurance on behalf of any agent of the
corporation against any liabilities asserted against or incurred by the agent in
such capacity. The Company plans to procure a directors' and officers' liability
insurance  policy insuring the Company's  directors and officers against certain
liabilities  and  expenses  incurred by them in their  capacities  as such,  and
insuring  the  Company   under   certain   circumstances,   in  the  event  that
indemnification payments are made by the Company to such directors and officers.
Section  204(a)(11)  of the  California  Law  provides for the
indemnification,  subject to certain  limitations,  of  directors,  officers and
agents for breach of their duty to a corporation and its  shareholders in excess
of that expressly permitted by Section 317 of the California Law.

                  The Company has entered into  indemnification  agreements with
its directors and  officers.  These  agreements  provide  substantially  broader
indemnity  rights than those provided under the California Law and the Company's
Bylaws.  The  indemnification  agreements  are not intended to deny or otherwise
limit  third-party  or derivative  suits against the Company or its directors or
officers,   but  if  a  director  or  officer  were  entitled  to  indemnity  or
contribution  under the  indemnification  agreement,  the financial  burden of a
third-party  suit  would be borne by the  Company,  and the  Company  would  not
benefit  from  derivative  recoveries  against the  director  or  officer.  Such
recoveries  would accrue to the benefit of the  Company,  but would be offset by
the Company's  obligations to the director or officer under the  indemnification
agreement.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits
Number             Exhibit
------             -------
4                Instruments Defining Rights of Stockholders.  Reference is made to Registrant's Registration
                   Statement No. 00-28774 on Form 8-A, which is incorporated herein by reference pursuant
                   to Item 3(b).
  5                Opinion and consent of Brobeck, Phleger & Harrison LLP.
 23.1              Consent of KPMG Peat Marwick LLP, independent accountants.
 23.2              Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
 24                Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
 99.1              1996 Stock Option/Stock Issuance Plan.
 99.2              Form of Notice of Grant of Stock Option.
 99.3              Form of Stock Option Agreement.
 99.4              Addendum to Stock Option Agreement - Involuntary Termination Following Corporate
                   Transaction.
 99.5              Addendum to Stock Option Agreement - Limited Stock Appreciation Rights.
 99.6              Addendum to Stock Option Agreement - Involuntary Termination Following Change in
                   Control.
 99.7              Notice of Grant of Non-Associate Director Automatic Stock Option - Initial.
 99.8              Notice of Grant of Non-Associate Director Automatic Stock Option - Annual.
 99.9              Automatic Stock Option Agreement.
 99.10             Form of Stock Issuance Agreement.
 99.11             Addendum to Stock Issuance Agreement - Involuntary Termination Following Corporate
                   Transaction.
 99.12             Addendum to Stock Issuance Agreement - Involuntary Termination Following Change in
                   Control.
 99.13             Employee Stock Purchase Plan.
 99.14             Form of Stock Purchase Agreement.
 99.15             Form of Enrollment/Change Form.
II-2.
Item 9.  Undertakings

    A. The undersigned  Registrant  hereby  undertakes:  (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the  prospectus any facts or events
arising after the  effective  date of this  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the information set forth in this
Registration  Statement  and (iii) to  include  any  material  information  with
respect  to  the  plan  of  distribution   not  previously   disclosed  in  this
Registration  Statement  or any  material  change  to such  information  in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated  by reference into this  Registration  Statement;  (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein and the  offering of such  securities  at that time
shall be deemed to be the initial bona fide offering thereof;  and (3) to remove
from  registration by means of a post-effective  amendment any of the securities
being registered which remain unsold at the termination of the Registrant's 1996
Stock Option/Stock Issuance Plan and/or the Employee Stock Purchase Plan.

    B. The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

    C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors,  officers,  or controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that, in the opinion of the SEC, such  indemnification is against public
policy as expressed in the 1933 Act, and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses  incurred or paid by a director,  officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or  proceeding)  is asserted by such  director,  officer,  or  controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                      II-3.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the  requirements  for filing on Form S-8,  and has duly  caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly  authorized,  in the City of Sausalito,  State of California,  on
this 21st day of October, 1996.

                                        WILLIS LEASE FINANCE CORPORATION

                                        By: /s/ Charles F. Willis
                                            ----------------------------
                                                Charles F. Willis, IV
                                                President

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

                  That the  undersigned  officers and  directors of Willis Lease
Finance Corporation, a California Corporation,  do hereby constitute and appoint
Charles  F.  Willis  and  Elliot  M.  Fischer,  and  each of  them,  the  lawful
attorneys-in-fact  and agents  with full power and  authority  to do any and all
acts and things and to execute any and all instruments  which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required
to  enable  said  corporation  to comply  with the  Securities  Act of 1933,  as
amended,  and any rules or  regulations  or  requirements  of the Securities and
Exchange  Commission in connection  with this  Registration  Statement.  Without
limiting the generality of the foregoing power and authority, the powers granted
include the power and  authority to sign the names of the  undersigned  officers
and directors in the capacities indicated below to this Registration  Statement,
to  any  and  all  amendments,   both  pre-effective  and  post-effective,   and
supplements to this  Registration  Statement,  and to any and all instruments or
documents filed as part of or in conjunction with this Registration Statement or
amendments or supplements  thereof,  and each of the undersigned hereby ratifies
and confirms all that said attorneys and agents, or any one of them, shall do or
cause to be done by  virtue  hereof.  This  Power of  Attorney  may be signed in
several counterparts.

                  IN WITNESS WHEREOF,  each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant   to  the   requirements   of  the  1933  Act,   this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                    Title                              Date
---------                    -----                              ----

/s/ Charles F. Willis        President and Director             October 21, 1996
-------------------------    (Principal Executive Officer)
Charles F. Willis, IV 

                                      II-4.
Signature                    Title                              Date
---------                    -----                              ----

/s/ Elliot M. Fischer        Chief Financial Officer            October 21, 1996
-------------------------    and Controller
Elliot M. Fischer            (Principal Financial Officer and
                             Principal Accounting Officer)

/s/ William L. McElfresh     Executive Vice President           October 21, 1996
-------------------------    and Director
William L. McElfresh

/s/ Ross K. Anderson         Director                           October 21, 1996
-------------------------
Ross K. Anderson

/s/ William M. LeRoy         Director                           October 21, 1996
-------------------------
William M. LeRoy

/s/ Willard H. Smith, Jr.    Director                           October 21, 1996
-------------------------
Willard H. Smith, Jr.

                                      II-5.
SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                        WILLIS LEASE FINANCE CORPORATION
EXHIBIT INDEX
Number         Exhibit
------         -------
4            Instruments Defining Rights of Stockholders.  Reference is made to Registrant's Registration
               Statement No. 00-28774 on Form 8-A, which is incorporated herein by reference pursuant
               to Item 3(b).
  5            Opinion and consent of Brobeck, Phleger & Harrison LLP.
 23.1          Consent of KPMG Peat Marwick LLP, independent accountants.
 23.2          Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
 24            Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
 99.1          1996 Stock Option/Stock Issuance Plan.
 99.2          Form of Notice of Grant of Stock Option.
 99.3          Form of Stock Option Agreement.
 99.4          Addendum to Stock Option Agreement - Involuntary Termination Following Corporate
               Transaction.
 99.5          Addendum to Stock Option Agreement - Limited Stock Appreciation Rights.
 99.6          Addendum to Stock Option Agreement - Involuntary Termination Following Change in
               Control.
 99.7          Notice of Grant of Non-Associate Director Automatic Stock Option - Initial.
 99.8          Notice of Grant of Non-Associate Director Automatic Stock Option - Annual.
 99.9          Automatic Stock Option Agreement.
 99.10         Form of Stock Issuance Agreement.
 99.11         Addendum to Stock Issuance Agreement - Involuntary Termination Following Corporate
               Transaction.
 99.12         Addendum to Stock Issuance Agreement - Involuntary Termination Following Change in
               Control.
 99.13         Employee Stock Purchase Plan.
 99.14         Form of Stock Purchase Agreement.
 99.15         Form of Enrollment/Change Form.