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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-K/A

(Amendment No. 1)




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|           |  |                                                                                     
|---------- |  | ------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                     
|x          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

OR

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|                               |  |  |  |    |  |  | 
|------------------------------ |  |  |  | -- |  |  | 
|For the transition period from |  |  |  | to |  | 
|                               |  |  |  |    |  | 



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Commission file number 0-11350



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INTERNATIONAL LEASE FINANCE CORPORATION

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(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 22-3059110                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               |  |                                     
|1999 Avenue of the Stars, Los Angeles, California              |  | 90067                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (310) 788-1999

Securities registered pursuant to Section 12(b) of the Act:

|                                |  |                                          
|------------------------------- |  | -----------------------------------------
|Title of each class             |  | Name of each exchange on which registered
|                                |  |                                          
|6.375% Notes due March 15, 2009 |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act:
NONE

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  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.   x

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).    YES  o    NO  x

As of June 28, 2002 and March 12, 2003, there were 35,818,122 and
42,198,119 shares of Common Stock, no par value, respectively, outstanding, all
of which were held by affiliates.

Registrant meets the conditions set forth in General Instruction I(1)(a)
and (b) of Form 10-K and is therefore filing this form with the reduced
disclosure format.



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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A is being filed solely to amend the
consent of PricewaterhouseCoopers LLP filed as an exhibit to the Annual Report
on Form 10-K of International Lease Finance Corporation (the Company) for the
fiscal year ended December 31, 2002, originally filed on March 27, 2003 (the
Original Filing). In accordance with Rule 12b-15 promulgated under the
Securities Exchange Act of 1934, as amended, the Company has included in the
Amendment No. 1 only Item 15. Exhibits, Financial Statement Schedules and
Reports on Form 8-K of Part IV.





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|               |                                                                          |  |  |  |  |  |  | 
|-------------- | ------------------------------------------------------------------------ |  |  |  |  |  |  | 
|Part IV       
|               | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
|SIGNATURES    
|CERTIFICATIONS
|EXHIBIT 23    



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Part IV




Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1) and (2): Financial Statements and Financial Statement Schedule:
The response to this portion of Item 15 is submitted as a separate section of
this report beginning on page 15 of the Original Filing.

(a)(3) and (c): Exhibits: The response to this portion of Item 15 is
submitted as a separate section of this report beginning on page 15 of the
Original Filing.

(b)  Reports on Form 8-K: Current Report on Form 8-K:



| |                                                
| | -----------------------------------------------
| | Form 8-K, event date November 15, 2002 (Item 7)
|
| | Form 8-K, event date December 5, 2002 (Item 9) 
|
| | Form 8-K, event date December 16, 2002 (Item 7)
|
| | Form 8-K, event date December 31, 2002 (Item 7)

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INDEX OF CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

The following consolidated financial statements of the Company and its
subsidiaries required to be included in Item 8 are listed below:

|                                   |                                                                                         |  |       |    | 
|---------------------------------- | --------------------------------------------------------------------------------------- |  | ----- | -- | 
|                                   |                                                                                         |  | Page*
|                                   |                                                                                         |  |      
|Report of Independent Accountants  |                                                                                         |  | 25    |   
|Consolidated Financial Statements: |                                                                                         |  |       |   
|                                   | Balance Sheets at December 31, 2002 and 2001                                            |  |       | 26 | 
|                                   | Statements of Income for the years ended
December 31, 2002, 2001 and 2000               |  |       | 27 | 
|                                   | Statements of Shareholders Equity for the years
ended December 31, 2002, 2001 and 2000 |  |       | 28 | 
|                                   | Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000           |  |       | 29 | 
|                                   | Notes to Consolidated Financial Statements                                              |  |       | 31 | 

The following financial statement schedule of the Company and its
subsidiaries is included in Item 15(a)(2):

|                |  |                                   |  |     
|--------------- |  | --------------------------------- |  | ----
|Schedule Number |  | Description                       |  | Page
|                |  |                                   |  |     
|II              |  | Valuation and Qualifying Accounts |  | 49* 

All other financial statements and schedules not listed have been omitted
since the required information is included in the consolidated financial
statements or the notes thereto, or is not applicable or required.



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| |  | * Page references refer to pages in the Original Filing.
| |  | --------------------------------------------------------

The following exhibits of the Company and its subsidiaries are included in
Item 15(c):

|        |  |                                                                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                           
|Number  |  | Description                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                           
|3.1     |  | Restated Articles of Incorporation of the Company, as amended
through December 9, 1992 (filed November 3, 1993 as an exhibit to
Registration Statement No. 33-50913 and incorporated herein by
reference).
|3.2     |  | Certificate of Determination of Preferences of Series A Market
Auction Preferred Stock (filed December 9, 1992 as an exhibit to
Registration Statement No. 33-54294 and incorporated herein by
reference).
|3.3     |  | Certificate of Determination of Preferences of Series B Market
Auction Preferred Stock (filed December 9, 1992 as an exhibit to
Registration Statement 33-54294 and incorporated herein by
reference).    

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|        |  |                                                                                                                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                          
|Number  |  | Description                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                          
|3.4     |  | Certificate of Determination of Preferences of Series C Market
Auction Preferred Stock (filed as an exhibit to Form 10-K for the
year ended December 31, 1994 and incorporated herein by
reference).                                                                     
|3.5     |  | Certificate of Determination of Preferences of Series D Market
Auction Preferred Stock (filed as an exhibit to Form 10-K for the
year ended December 31, 1994 and incorporated herein by
reference).                                                                     
|3.6     |  | Certificate of Determination of Preferences of Series E Market
Auction Preferred Stock (filed as an exhibit to Form 10-K for the
year ended December 31, 1994 and incorporated herein by
reference).                                                                     
|3.7     |  | Certificate of Determination of Preferences of Series F Market
Auction Preferred Stock (filed as an exhibit to Form 10-K for the
year ended December 31, 1994 and incorporated herein by
reference).                                                                     
|3.8     |  | Certificate of Determination of Preferences of Series G Market
Auction Preferred Stock (filed as an exhibit to Form 10-K for the
year ended December 31, 1995 and incorporated herein by
reference).                                                                     
|3.9     |  | Certificate of Determination of Preferences of Series H Market
Auction Preferred Stock (filed as an exhibit to Form 10-K for the
year ended December 31, 1995 and incorporated herein by
reference).                                                                     
|3.10    |  | Certificate of Determination of Preferences of Preferred Stock of
the Company (filed as an exhibit to Form 10-K for the year ended
December 31, 2001 and incorporated herein by reference).                                                                              
|3.11    |  | By-Laws of the Company including amendment thereto dated August
31, 1990 (filed as an exhibit to Registration Statement No.
33-37600 and incorporated herein by reference).                                                                                              
|4.1     |  | Indenture dated as of November 1, 1991, between the Company and
U.S. Bank Trust National Association (successor to Continental
Bank, National Association), as Trustee (filed as an exhibit to
Registration Statement No. 33-43698 and incorporated herein by
reference).
|4.2     |  | First Supplemental Indenture, dated as of November 1, 2000, to the
Indenture between the Company and U.S. Bank Trust National
Association (filed as an exhibit to Form 10-K for the year ended
December 31, 2000 and incorporated herein by reference).                  
|4.3     |  | Second Supplemental Indenture, dated as of February 28, 2001, to
the Indenture between the Company and U.S. Bank Trust National
Association (filed as an exhibit to Form 10-Q for the quarter
ended March 31, 2001 and incorporated herein by reference).                
|4.4     |  | Third Supplemental Indenture, dated as of September 26, 2001, to
the Indenture between the Company and U.S. Bank Trust National
Association (filed as an exhibit to Form 10-Q for the quarter
ended September 30, 2001 and incorporated herein by reference).            
|4.5     |  | Indenture dated as of November 1, 2000, between the Company and
the Bank of New York, as Trustee (filed as an exhibit to
Registration No. 33-49566 and incorporated herein by reference).                                                                                

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|        |  |                                                                                                                                                                                                                                                                                                                                          
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                          
|Number  |  | Description                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                          
|4.6     |  | The Company agrees to furnish to the Commission upon request a
copy of each instrument with respect to issues of long-term debt
of the Company and its subsidiaries, the authorized principal
amount of which does not exceed 10% of the consolidated assets of
the Company and its subsidiaries.                                        
|4.7     |  | First Supplemental Indenture, dated as of August 16, 2002 to the
Indenture between the Company and the Bank of New York (filed as
an exhibit to Registration Statement No. 333-100340 and
incorporated herein by reference).                                                                                                             
|4.8     |  | Fourth Supplemental Indenture, dated as of November 6, 2002 to the
Indenture between the Company and the U.S. Bank National
Association (filed as an exhibit to the Original Filing and
incorporated herein by reference).                                                                                                               
|4.9     |  | Fifth Supplemental Indenture, dated as of December 27, 2002, to
the Indenture between the Company and U.S. Bank National
Association (filed as an exhibit to the Original Filing and
incorporated herein by reference).                                                                                                                  
|10.1    |  | Amendment to Revolving Credit Agreement, dated as of January 17,
2002 among the Company, Citicorp USA, Inc., and the other banks
listed therein providing up to $1,000,000,000 (three year
facility) (filed as an exhibit to Form 10-K for the year ended
December 31, 2001 and incorporated herein by reference).                       
|10.2    |  | Revolving Credit Agreement, dated as of November 17, 1999 among
the Company, Citicorp USA, Inc. and other banks listed therein
(364 day facility) (filed as an exhibit to Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference).                                                                          
|10.3    |  | Amendment to Revolving Credit Agreement, dated as of November 15,
2000, among the Company, Citicorp USA, Inc., and the other banks
listed therein providing up to $1,800,000,000 (364 day facility)
(filed as an exhibit to Form 10-K for the year ended December 31,
2000 and incorporated herein by reference).                        
|10.4    |  | Second amendment to Revolving Credit Agreement, dated as of
January 17, 2002, among the Company, Citicorp USA Inc., and the
other banks listed therein providing up to $1,500,000,000 (364 day
facility) (filed as an exhibit to Form 10-K for the year ended
December 31, 2001 and incorporated herein by reference).                   
|10.5    |  | Aircraft Facility Agreement, dated as of January 19, 1999, among
the Company, Halifax PLC and the other banks listed therein
providing up to $4,327,260,000 for the financing of approximately
seventh-five Airbus aircraft (filed as an exhibit to Form 10-K for
the year ended December 31, 1998 and incorporated herein by
reference).
|10.6    |  | Boeing Purchase Agreement No. 2241 and related letter agreements,
all dated July 30, 1999, between the Company and the Boeing
Company (filed as an exhibit to Form 10-Q for the quarter ended
September 30, 1999) (confidential treatment granted).                                                                                      
|10.7    |  | Supplemental Agreement #5, dated December 29, 2000, to the Boeing
Purchase Agreement No. 2241 between the Company and the Boeing
Company (filed as an exhibit to Form 10-K for the year ended
December 31, 2000 and incorporated herein by reference)
(confidential treatment granted).                                                  
|12      |  | Computation of Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends (filed as an exhibit to the Original Filing and
incorporated herein by reference).                                                                                                                                                                       
|23      |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                                   

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SIGNATURES

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.

|                    |  |                                         |  |                                                                       
|------------------- |  | --------------------------------------- |  | ----------------------------------------------------------------------
|Dated:April 4, 2003 |  |                                         |  |                                                                       
|                    |  | INTERNATIONAL LEASE FINANCE CORPORATION
|                    |  |                                         |  |                                                                       
|                    |  | By:                                     |  | /s/ STEVEN F. UDVAR-HAZY                                              
|                    |  |                                         |  |                                                                       
|                    |  |                                         |  | Steven F. Udvar-Hazy
Chairman of the Board and
Chief Executive Officer

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CERTIFICATIONS

I, Steven F. Udvar-Hazy certify that:

1.     I have reviewed this annual report on Form 10-K of International Lease
Finance Corporation;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
|
| | b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
|
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and                                                                                                                                        

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6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                    |  |                                                                      
|------------------- |  | ---------------------------------------------------------------------
|                    |  | /s/ STEVEN F. UDVAR-HAZY                                             
|                    |  |                                                                      
|                    |  | Steven F. Udvar-HazyChairman of the Board and Chief Executive Officer
|Date: April 4, 2003 |  |                                                                      

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CERTIFICATIONS

I, Alan H. Lund, certify that:

1.     I have reviewed this annual report on Form 10-K of International Lease
Finance Corporation;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
|
| | b) evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the Evaluation Date); and                                                                                                  
|
| | c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants ability
to record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
|
| | b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal
controls; and                                                                                                                                        

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6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                    |  |                                                                                
|------------------- |  | -------------------------------------------------------------------------------
|                    |  | /s/ ALAN H. LUND                                                               
|                    |  |                                                                                
|                    |  | Alan H. LundVice Chairman, Chief Financial Officer and Chief Accounting Officer
|                    |  |                                                                                
|Date: April 4, 2003 |  |                                                                                

10