Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Willis Lease Finance Corporation:
We consent to the incorporation by reference in the registration statements (No. 333-15343, 333-48258, 33-63830, and 333-109140) on Form S-8 of Willis Lease Finance Corporation of our report dated March 18, 2005, except for Note 2(a) as to which the date is July 27, 2005, and Note 2(b) as to which the date is November 18, 2005, with respect to the consolidated balance sheets of Willis Lease Finance Corporation as of December 31, 2004 and 2003, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2004, and the related financial statement schedule, which report appears in the December 31, 2004, annual report on Form 10-K/A of Willis Lease Finance Corporation.
Our report dated of March 18, 2005, except for Note 2(a) as to which the date is July 27, 2005 and Note 2(b) as to which the date is November 18, 2005, contains an explanatory paragraph that states that the Company has restated the accompanying consolidated financial statements to reclassify net gain on debt prepayment in the consolidated statements of income for the year ended December 31, 2002, and to reclassify restricted cash in the consolidated balance sheets as of December 31, 2004 and December 31, 2003, and the consolidated statements of cash flows for each of the years in the three year period ended December 31, 2004 and have restated the consolidated financial statements to reflect the change in fair value of various interest rate derivative transactions from comprehensive income to the income statement because of deficiencies in documentation and application of hedge accounting in all periods presented.
KPMG LLP
San Francisco, California
November 28, 2005