CERTIFICATE OF AMENDMENT
                                       
                                      OF
                                       
                         CERTIFICATE OF INCORPORATION
                                       
                                      OF
                                       
                       WILLIS LEASE FINANCE CORPORATION
          
          
          
          Willis Lease Finance Corporation (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, does hereby certify that:
          
          FIRST:    The Board of Directors of the Corporation has approved the
following amendment to Article IV of the Certificate of Incorporation of the
Corporation so that, as amended, said Article shall read as follows:
                                       
                                  ARTICLE IV
                                       
                           AUTHORIZED CAPITAL STOCK
     
     (a)  The corporation shall be authorized to issue two classes of shares of
stock to be designated, respectively, "Preferred Stock" and "Common Stock"; the
total number of shares which the corporation shall have authority to issue is
Twenty-Five Million (25,000,000); the total number of shares of Preferred Stock
shall be Five Million (5,000,000) and each such share shall have a par value of
one cent ($0.01); and the total number of shares of Common Stock shall be
Twenty Million (20,000,000) and each such share shall have a par value of one
cent ($0.01).
     
     (b)  The shares of Preferred Stock may be issued from time to time in one
or more series.  The board of directors is hereby vested with authority to fix
by resolution or resolutions the designations and the powers, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, including without limitation the dividend
rate, conversion or exchange rights, redemption price and liquidation
preference, of any series of shares of Preferred Stock, and to fix the number
of shares constituting any such series, and to increase or decrease the number
of shares of any such series (but not below the number of shares thereof then
outstanding).  In case the number of shares of any such series shall be so
decreased, the shares constituting such decrease shall resume the status which
they had prior to the adoption of the resolution or resolutions originally
fixing the number of shares of such series.
          
          SECOND:   The stockholders of the Corporation considered and voted
unanimously in favor of the amendment.


          
          THIRD:    Said amendment was duly adopted in accordance with the
provisions of Section 242 and 228 of the General Corporation Law of the State
of Delaware.
          
          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment on this 28th day of April, 1998.
          
          
                              
                                       WILLIS LEASE FINANCE CORPORATION, 
                                       a Delaware Corporation
                              
                                       By:     /s/ Rae A. Capps
                                               ----------------------------
                                       Name:   Rae A. Capps
                                       Title:  Senior Vice President



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