SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                   FORM 10-Q/A
                                 AMENDMENT NO. 1

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         (Mark One)

         /X/      Quarterly Report Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934 for the quarterly period ended
                  September 30, 1998

                                           OR

         / /      Transition Report Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

                         COMMISSION FILE NUMBER: 0-28774

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                        WILLIS LEASE FINANCE CORPORATION
             (Exact name of registrant as specified in its charter)

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

2320 Marinship Way, Suite 300, Sausalito, CA                 94965
    (Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code (415) 331-5281

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         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

            TITLE OF EACH CLASS               OUTSTANDING AT OCTOBER 31, 1998
            -------------------               -------------------------------
       Common Stock, $0.01 Par Value                     7,285,813



         This Amendment No. 1 on Form 10-Q/A amends and restates Part II, Item 6
of the Company's Form 10-Q filed with the Securities and Exchange Commission on
November 16, 1998. This Amendment is necessary because the Company has amended
its request for confidential treatment of portions of Exhibit 10.1 to the
Company's Form 10-Q filed with the Securities and Exchange Commission on
November 16, 1998. A complete copy of the amended exhibit is attached to this
Form 10-Q/A as Exhibit 10.1.

PART II  OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K




           (a)    Exhibits
                        
                  3.1      Certificate of Incorporation, filed on March 12, 1998
                           together with Certificate of Amendment of Certificate
                           of Incorporation filed on May 6, 1998. Incorporated
                           by reference to Exhibits 4.01 and 4.02 of the
                           Company's report on Form 8-K filed on June 23, 1998.

                  3.2      Bylaws. Incorporated by reference to Exhibit 4.03 of
                           the Company's report on Form 8-K filed on June 23,
                           1998.

                  4.1      Specimen of Common Stock Certificate. Incorporated by
                           reference to Exhibit 4.1 of the Company's Report on
                           Form 10-Q for the quarter ended June 30, 1998.

                  10.1*    Amended and Restated Credit Agreement dated September
                           30, 1998.

                  11.1     Statement regarding computation of per share
                           earnings. Incorporated by reference to Exhibit 11.1
                           of the Company's Report on Form 10-Q filed on
                           November 16, 1998.

                  27.1     Financial Data Schedule. Incorporated by reference to
                           Exhibit 27.1 of the Company's Report on Form 10-Q
                           filed on November 16, 1998.


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                  *   Portions of this exhibit have been omitted pursuant to a
                      request for confidential treatment and the omitted
                      material has been filed separately with the Commission.

           (b)    Reports on Form 8-K

                  None.

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         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Date:      June 23, 1999                     Willis Lease Finance Corporation


                                             BY:  /s/ James D. McBride
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                                             James D. McBride
                                             Chief Financial Office

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