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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K/A

ANNUAL REPORT




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(Mark One)

|  |                                                                                    
|- | -----------------------------------------------------------------------------------
|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2004

OR



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

For the transition period from _______________
to _______________

Commission file number 1-316161


INTERNATIONAL LEASE FINANCE
CORPORATION

(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.)
|                                                                                                                
|10250 Constellation Blvd., Suite 3400,
    Los Angeles, California
     (Address of principal executive offices) |  | 90067
    (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. YESxNOo

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). YESoNOx

As of June 30, 2004 and February 28,
2005, there were 42,198,119 shares of Common Stock, no par
value, outstanding, all of which were held by
affiliates.



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EXPLANATORY NOTE This Annual Report on Form 10-K/A amends the Annual Report on Form 10-K for the year
ended December 31, 2004 (the Original Form 10-K ), as initially filed by International Lease
Finance Corporation (the Company, ILFC,
we, our or us) with the
Securities and Exchange Commission on March 7,
2005 and the Form 10-K/A, as initially filed by the Company with
the Securities and Exchange Commission on March 31, 2005, and is
being filed solely to include additional disclosures under
Item 12 of Form 10-K.




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PART III Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters. As of the date hereof, all of
the Companys capital stock is owned by AIG Capital Corporation
and National Union Fire Insurance Company of Pittsburgh, PA, wholly
owned subsidiaries of American International Group, Inc.
(AIG).
No equity securities of the Company are authorized for issuance under
any compensation plans of the Company. The following table
summarizes the ownership of equity securities of AIG by the current directors and
executive officers of the Company, and by the current directors and
executives officers of the Company as a group. Equity
Securities of AIGOwned Beneficially as of March
1, 2005AIGCommon StockAmount andNature of
    
    
    PercentBeneficial
    
    
    ofDirector or Executive Officer
    
    Ownership
    
    
    ClassWilliam N. Dooley
    
    
    99,376(1)
    
    
    
    *Leslie L. Gonda
    
    
    19,380,000(2)
    
    
    
    *Louis L. Gonda
    
    
    19,860,176(3)
    
    
    
    *Alan H. Lund
    
    
    181,804(4)
    
    
    
    *John L. Plueger
    
    
    55,549(5)
    
    
    
    *Martin J. Sullivan
    
    
    129,791(6)
    
    
    
    *Steven F. Udvar-Hazy
    
    
    21,800,741(7)
    
    
    
    *Julie I. Sackman
    
    
    35,479(8)
    
    
    
    *All
Directors and Executive Officers as
a group (8 individuals)
    
    
    61,542,916(9)
    
    
    
    2.37
 *
    
    Less than 1 percent.(1)
    
    Includes (a) 50,218 options to purchase shares of AIG common stock exercisable within sixty
days of March 1, 2005 (Exercisable Options); (b) 9,500 shares of AIG common stock
transferred pursuant to the Uniform Transfers to Minors Act, as to which Mr. Dooley disclaims
beneficial ownership; and (c) 7,980 shares of AIG common stock held by Mr. Dooleys wife, as
to which Mr. Dooley disclaims beneficial ownership. In addition, Mr. Dooley beneficially owns
750 shares of C.V. Starr & Co., Inc. (Starr) common stock and 4,750 shares of various series
of Starr preferred stock.(2)
    
    Shares are held in a marital trust.(3)
    
    Includes (a) 472 shares of AIG common stock held together with Mr. Louis Gondas wife; (b)
87,245 shares of AIG common stock held in various trusts for Mr. Louis Gondas children; (c)
4,632 shares of AIG common stock held by Mr. Louis Gonda in partnership with his children;
(d) 369,211 shares of AIG common stock transferred to various grantor retained annuity
trusts; and (e) 245,416 shares of AIG common stock held by companies controlled by Mr. Louis
Gonda.(4)
    
    Includes (a) 145,000 shares of AIG common stock held in a marital trust; (b) 5,542 shares of
AIG common stock held by Mr. Lunds wife, as to which Mr.
Lund disclaims beneficial ownership; (c) 5,491 shares of AIG common stock transferred pursuant
to the Uniform Transfers to Minors Act, as to which Mr. Lund disclaims beneficial ownership;
and (d) 17,250 Exercisable Options.(5)
    
    Includes (a) 19,299 shares of AIG common stock held in a marital trust; and (b) 36,250
Exercisable Options. Excludes shares of AIG common stock held in trust for the minor children
of Mr. Plueger for which Mr. Plueger is not the trustee and as to which Mr. Plueger disclaims
beneficial ownership.(6)
    
    Includes 90,750 Exercisable Options. In addition, Mr. Sullivan beneficially owns 1250 shares
of Starr common stock and 6,100 shares of various series of Starr preferred stock.(7)
    
    Includes (a) 37,503 shares of AIG common stock held in a family trust; (b) 40,782 shares of
AIG common stock held in various trusts for Mr. Hazys children; (c) 9,509 shares of AIG
common stock held by Mr. Hazys wife, as to which Mr. Hazy disclaims beneficial ownership; and
(d) 62,875 Exercisable Options. Excludes shares of AIG common stock held in a family
foundation for which Mr. Hazys wife is Chairman and Chief Executive Officer and as to which
Mr. Hazy disclaims beneficial ownership.(8)
    
    Includes (a) 8,012 shares of AIG common stock held in a marital trust; and (b) 27,133
Exercisable Options.(9)
    
    See footnotes 1-8.
 1




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PART IV Item 15. Exhibits and Financial
Statement Schedules
 (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. (a)(3) and (b): Exhibits: The response to this
portion of Item 15 is submitted as a separate section of
this report. 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 5, 2005INTERNATIONAL LEASE FINANCE CORPORATIONBy                                 /s/ ALAN H. LUNDAlan H. LundVice Chairman, Chief Financial Officer
and Chief Accounting Officer 2




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INTERNATIONAL LEASE FINANCE CORPORATION AND
SUBSIDIARIES

FORM 10-K/A

Items 8, 15(a), and 15(b)


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. The following page references are to pages in the Original Form 10-K.

|                                                            |                                                                                             |      |    |    | 
|----------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ---- | -- | -- | 
|                                                            |                                                                                             | Page
|                                                            |                                                                                             |     
|Report of Independent Registered Public
    Accounting Firm |                                                                                             |      | 33 |   
|Consolidated Financial Statements:                          |                                                                                             |      |    |   
|                                                            | Balance Sheets at December 31, 2004 and 2003                                                |      |    | 34 | 
|                                                            | Statements of Income for the years ended
    December 31, 2004, 2003 and 2002               |      |    | 35 | 
|                                                            | Statements of Shareholders Equity for the
    years ended December 31, 2004, 2003 and 2002 |      |    | 36 | 
|                                                            | Statements of Cash Flows for the years ended
    December 31, 2004, 2003 and 2002           |      |    | 37 | 
|                                                            | Notes to Consolidated Financial Statements                                                  |      |    | 39 | 

The following financial statement schedule of the
Company and its subsidiaries is included in Item 15(a)(2). The
following page reference is to page 59 in the Original
Form 10-K.

|                |    |             |  |                                   |  |  |    | 
|--------------- | -- | ----------- |  | --------------------------------- |  |  | -- | 
|Schedule Number |    | Description |  | Page                             
|                |    |             |  |                                  
|                | II |             |  | Valuation and Qualifying Accounts |  |  | 59 | 

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.

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

|        |      |             |  |                                                                                                                                                                                                                                  
|------- | ---- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 3.1  |             |  | Restated Articles of Incorporation of the
    Company, as amended through December 9, 1992, filed
    November 3, 1993 (filed 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).               
|        | 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).                                         

3



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|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                            
|------- | ---- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 3.12 |             |  | Unanimous Written Consent of Sole Stockholder of
    the Company, dated January 2, 2002, amending the By-Laws of
    the Company (filed as an exhibit to Form 10-Q for the
    quarter ended June 30, 2003 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, 2000 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).                                                                                                                                                                                      
|        | 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 Exhibit 4.2 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
    U.S. Bank National Association (filed as an exhibit to
    Form 10-K for the year ended December 31, 2002 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
    Form 10-K for the year ended December 31, 2002 and
    incorporated herein by reference).                                                                                                                         
|        | 4.10 |             |  | Sixth Supplemental Indenture, dated as of
    June 2, 2003, to the indenture between the Company and
    U.S. Bank National Association (filed as an exhibit to
    Form 10-Q for the quarter ended September 30, 2003 and
    incorporated herein by reference).                                                                                                                          
|        | 4.11 |             |  | Trust Indenture, dated as of March 8, 2004
    between ILFC Rhino II LLC, as issuer and Deutsche Bank Trust
    Company Americas, as indenture trustee (filed as an exhibit to
    Form 10-Q for the quarter ended March 31, 2004 and
    incorporated herein by reference).                                                                                                               
|        | 4.12 |             |  | Agency Agreement (amended and restated), dated as
    of May 28, 2004, between the Company, Citibank, N.A., and
    Dexia Banque Internationale A Luxembourg, Societe Anonyme (filed
    as an exhibit to Form 10-Q for the quarter ended
    June 30, 2004 and incorporated herein by reference).                                                                                         
|        | 10.1 |             |  | 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 seventy-five Airbus aircraft
    (filed as an exhibit to Form 10-K for the year ended
    December 31, 1998 and incorporated herein by reference).                              
|        | 10.2 |             |  | Revolving Credit Agreement, dated as of
    March 8, 2004, among ILFC Rhino II LLC, Citicorp North
    America Inc., in its individual capacity and as administrative
    agent, and the other financial institutions listed therein
    providing up to $500,000,000 (filed as an exhibit to
    Form 10-Q for the quarter ended March 31, 2004 and
    incorporated herein by reference).
|        | 10.3 |             |  | Guaranty, dated as of March 8, 2004, by the
    Company, as guarantor, in favor of Citicorp North America Inc.,
    as guarantied party (filed as an exhibit to Form 10-Q for
    the quarter ended March 31, 2004 and incorporated herein by
    reference).                                                                                                                              

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|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | ---- | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 10.4 |             |  | Security Trust Agreement, dated as of
    March 8, 2004, among ILFC Rhino I LLC, ILFC Rhino II LLC
    and the additional grantors named therein, as grantors, the
    Company, as servicer, Deutsche Bank Trust Company Americas, as
    indenture trustee, Citicorp North America Inc., as security
    trustee and credit facility agent, and Citibank N.A., as the
    operating bank (filed as an exhibit to Form 10-Q for the
    quarter ended March 31, 2004 and incorporated herein by
    reference).
|        | 10.5 |             |  | Aircraft Facility Agreement, dated as of
    May 18, 2004, among Whitney Leasing Limited, as borrower,
    the Company, as guarantor and the Bank of Scotland and the other
    banks listed therein providing up to $2,643,550,000 (plus
    related premiums) for the financing of aircraft (filed as an
    exhibit to Form 10-Q for the quarter ended June 30,
    2004 and incorporated herein by reference).                                                                                             
|        | 10.6 |             |  | $4,000,000,000 364-Day Revolving Credit
    Agreement, dated as of October 15, 2004, among the Company,
    CitiCorp USA, Inc., as Administrative Agent, and the other
    financial institutions listed therein (filed as an exhibit to the Original Form 10-K and incorporated herein by reference).                                                                                                                                                                                                         
|        | 10.7 |             |  | $2,000,000,000 Five-Year Revolving Credit
    Agreement, dated as of October 15, 2004, among the Company,
    CitiCorp USA, Inc., as Administrative Agent, and the other
    financial institutions listed therein (filed as an exhibit to the Original Form 10-K and incorporated herein by reference).                                                                                                                                                                                                       
|        | 12   |             |  | Computation of Ratio of Earnings to Fixed Charges
    and Preferred Stock Dividends (filed as an exhibit to the Original Form 10-K and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                      
|        | 21   |             |  | Subsidiaries of the Company (filed as an exhibit
to the Form 10-K/A filed on March 31, 2005 and incorporated
herein by reference).                                                                                                                                                                                                                                                                                                                                                                             
|        | 23   |             |  | Consent of PricewaterhouseCoopers LLP, dated
March 4, 2005 (filed as an exhibit to the Original
Form 10-K and incorporated herein by reference).                                                                                                                                                                                                                                                                                                                                                               
|        | 31.1 |             |  | Rule 13a-14(a)/15d-14(a) Certification of
    Chairman of the Board and Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 31.2 |             |  | Rule 13a-14(a)/15d-14(a) Certification of
    Vice Chairman, Chief Financial Officer and Chief Accounting
    Officer.                                                                                                                                                                                                                                                                                                                                                                                         
|        | 32.1 |             |  | Certification under 18 U.S.C., Section 1350.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

5