[Letterhead of Babcock & Brown Air Limited]
March 26, 2009
By facsimile and EDGAR
Ms. Pamela A. Long
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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| Re: | | Babcock & Brown Air Limited |
| | | Registration Statement on Form F-3
Filed on March 10, 2009
File No. 333-157817 |
| | | Form 20-F for Fiscal Year Ended December 31, 2008
Filed on March 10, 2009
File No. 1-33701 |
Dear Ms. Long:
Reference is made to your letter, dated March 20, 2009, setting forth the Staff’s comments on the above-referenced documents.
In response to the Staff’s comments, Babcock & Brown Air Limited (“B&B Air”) filed today an amended Form 20-F for the fiscal year ended December 31, 2008, which includes revised certifications of its principal executive and financial officers. B&B Air also filed today an amended Registration Statement on Form F-3, which incorporates (on page 34 thereof) the amended certifications.
We acknowledge the following:
| | • | | B&B Air is responsible for the adequacy and accuracy of the disclosure in its filings; |
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| | • | | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to B&B Air’s filings; and |
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| | • | | B&B Air may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please do not hesitate to call our outside counsel, Boris Dolgonos at Weil, Gotshal & Manges LLP, at (212) 310-8316, with any questions or comments you may have.
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| | Sincerely,
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| | /s/ Colm Barrington | |
| | Colm Barrington | |
| | Chief Executive Officer | |
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| cc: | | Errol Sanderson, SEC Financial Analyst
Boris Dolgonos, Weil, Gotshal & Manges LLP |
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