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Exhibit 4.1    
    



	SERIES A

PREFERRED STOCK	 	 	 	SERIES A

PREFERRED STOCK
	 	 	WILLIS LEASE FINANCE CORPORATION	 	 
	INCORPORATED UNDER THE LAWS OF THE

STATE OF DELAWARE	 	 	 	SEE REVERSE FOR STATEMENTS RELATING TO

RIGHTS, PREFERENCES,

PRIVILEGES AND RESTRICTIONS OF ANY
	

 	
 	

 	
 	
CUSIP 970646 20 4





        THIS
CERTIFIES THAT 


        IS
THE RECORD HOLDER OF 



FULLY PAID AND NONASSESSABLE SHARES OF SERIES A PREFERRED STOCK $0.03 PAR VALUE OF 


WILLIS LEASE FINANCE CORPORATION  




transferable
on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar. 


        WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 




        Dated:




[SEAL]




	

CHIEF FINANCIAL OFFICER	
 	

 PRESIDENT AND CHIEF EXECUTIVE OFFICER











        A
statement of the rights, preferences, privileges and restrictions granted to or imposed upon the respective classes or series of shares and upon the holders thereof as established,
from time to time, by the Certificate of Incorporation of the Corporation and by any certificate of designations, and the number of shares constituting each class and series and the designations
thereof, may be obtained by the holder hereof upon written request and without charge from the Secretary of the Corporation at its corporate headquarters. 



        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	TEN COM	—	as tenants in common	 	UNIF GIFT MIN ACT	 	
	 	(Custodian)	 	

	TEN ENT	—	as tenants by the entireties	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN	—	as joint tenants with right of	 	 	 	under Uniform Gifts to Minors Act
	 	 	survivorship and not as tenants	 	 	 	

	 	 	in common	 	 	 	(State)
	 	 	 	 	UNIF TRF MIN ACT	 	
	 	Custodian (until age     )
	 	 	 	 	 	 	
	 	under Uniform Transfers
	 	 	 	 	 	 	(Minor)	 	 	 	 
	 	 	 	 	 	 	to Minors Act	 	
(State)




Additional abbreviations may also be used though not in the above list. 



	

FOR VALUE RECEIVED,	
 	

	
 	

hereby sell, assign and transfer unto





	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

	 	 







(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 








	
	 	Shares





of
the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint 



	
	 	Attorney





to
transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. 



	Dated	 	






	
X	
 	


	

X	
 	


	NOTICE:	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.





Signature(s) Guaranteed  



	
By	
 	

	

 





THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. 











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Exhibit 4.1