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                       OFFICERS' CERTIFICATE - EXHIBIT 4.1

                                 CERTIFICATE OF
                            EXECUTIVE VICE PRESIDENT,
                         CO-CHIEF OPERATING OFFICER AND
                           CHIEF FINANCIAL OFFICER AND
                            VICE PRESIDENT, TREASURER
                             AND ASSISTANT SECRETARY
                      PURSUANT TO SECTIONS 201, 301 AND 303
                                OF THE INDENTURE

                                                            Dated: June 15, 2001

            The undersigned, ALAN H. LUND and PAMELA S. HENDRY, do hereby
certify that they are the duly appointed and acting Executive Vice President,
Co-Chief Operating Officer and Chief Financial Officer and Vice President,
Treasurer and Assistant Secretary, respectively, of INTERNATIONAL LEASE FINANCE
CORPORATION, a California corporation (the "Company"). Each of the undersigned
also hereby certifies, pursuant to Sections 201, 301 and 303 of the Indenture,
dated as of November 1, 2000 (the "Indenture"), between the Company and The Bank
of New York, as Trustee, that:

            A. There has been established pursuant to resolutions duly adopted
by the Board of Directors of the Company (a copy of such resolutions being
attached hereto as Exhibit B) and by a Special Committee of the Board of
Directors (a copy of such resolutions being attached hereto as Exhibit C) a
series of Securities (as that term is defined in the Indenture) to be issued
under the Indenture, with the following terms:

            1. The title of the Securities of the series is "Medium-Term Notes,
            Series M" (the "Medium-Term Notes").

            2. The limit upon the aggregate principal amount of the Medium-Term
            Notes which may be authenticated and delivered under the Indenture
            (except for Medium-Term Notes authenticated and delivered upon
            registration of, transfer of, or in exchange for, or in lieu of
            other Medium-Term Notes pursuant to Sections 304, 305, 306, 906 or
            1107 of the Indenture) is $1,500,000,000.

            3. The date on which the principal of each of the Medium-Term Notes
            is payable shall be any Business Day (as defined in the forms of
            Global Fixed Rate Note and Global Floating Rate Note attached hereto
            as Exhibit A and incorporated herein by reference) nine months or
            more from the date of issuance as determined from time to time by
            any one of Leslie L. Gonda, Steven F. Udvar-Hazy, Alan H. Lund,
            Pamela S. Hendry or Kurt Schwarz (each a "Designated Person").

            4. The rate at which each of the Medium-Term Notes shall bear
            interest shall be established by any one Designated Person, and may
            be either a fixed interest rate (which may be zero) (hereinafter, a
            "Fixed Rate Note") or may vary from time to time in accordance with
            one of the interest rate formulas more fully

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            described in Exhibit A hereto (hereinafter, a "Floating Rate Note")
            or otherwise as specified by a Designated Person.

            5. Unless otherwise specified by a Designated Person, the date from
            which interest shall accrue for each Medium-Term Note shall be the
            respective date of issuance of each of the Medium-Term Notes.

            6. The interest payment dates on which interest on the Medium-Term
            Notes shall be payable are, in the case of Fixed Rate Notes, April
            15 and October 15, unless otherwise specified by any Designated
            Person, and, in the case of Floating Rate Notes, such dates as
            specified by any Designated Person. The initial interest payment on
            each outstanding Medium-Term Note shall be made on the first
            interest payment date falling at least 15 days after the date the
            Medium-Term Note is issued, unless otherwise specified by any
            Designated Person.

            7. The regular record dates for the interest payable on any Fixed
            Rate Note on any interest payment date shall be April 1 and October
            1, unless otherwise specified by any Designated Person, and the
            regular record dates for the interest payable on any Floating Rate
            Note on any interest payment date shall be on the day 15 calendar
            days prior to any such interest payment date, unless otherwise
            specified by any Designated Person.

            8. Interest on the Fixed Rate Notes shall be computed on the basis
            of a 360-day year of twelve (12) 30-day months. Interest on the
            Floating Rate Notes shall be computed on the basis set forth in
            Exhibit A hereto.

            9. The place or places where the principal (and premium, if any) and
            interest on Medium-Term Notes shall be payable is at the office of
            the Trustee, 101 Barclay Street, Floor 7E, New York, New York 10286,
            provided that payment of interest, other than at Stated Maturity (as
            defined in the Indenture) or upon redemption or repurchase, may be
            made at the option of the Company by check mailed to the address of
            the person entitled thereto as such address shall appear in the
            Security Register (as defined in the Indenture) and provided further
            that (i) the Depositary (as designated below), as holder of Global
            Securities (as defined in the Indenture), shall be entitled to
            receive payments of interest by wire transfer of immediately
            available funds, and (ii) a Holder of $10,000,000 or more in
            aggregate principal amount of certificated Medium-Term Notes, having
            identical Interest Payment Dates, shall be entitled to receive
            payments of interest, other than interest due at Stated Maturity or
            upon redemption, by wire transfer in immediately available funds to
            a designated account maintained in the United States upon receipt by
            the Trustee of written instructions from such Holder not later than
            the Regular Record Date for the related Interest Payment Date. Such
            instructions shall remain in effect with respect to payments of
            interest made to such Holder on subsequent Interest Payment Dates
            unless revoked or changed by written instructions received by the
            Trustee from such Holder; provided that any such written revocation
            or change which is received by the Trustee after a Regular


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            Record Date and before the related Interest Payment Date shall not
            be effective with respect to the interest payable on such Interest
            Payment Date.

            10. The date, if any, on which each Medium-Term Note may be redeemed
            at the option of the Company shall be established by any Designated
            Person.

            11. The terms under which any of the Medium-Term Notes shall be
            repaid at the option of the Holder shall be as set forth in the
            forms of the Global Fixed Rate Note and Global Floating Rate Note
            attached hereto and the obligation of the Company, if any, to repay
            any of the Medium-Term Notes at the option of a Holder shall be
            established by any Designated Person.

            12. The Medium-Term Notes shall be issued in fully registered form
            in denominations of $1,000 or any amount in excess thereof which is
            an integral multiple of $1,000.

            13. The principal amount of the Medium-Term Notes shall be payable
            upon declaration of acceleration of the maturity thereof pursuant to
            Section 502 of the Indenture.

            14. The Medium-Term Notes shall be issued as Global Securities under
            the Indenture, unless otherwise specified by any Designated Person,
            and The Depository Trust Company is designated the Depositary under
            the Indenture for the Medium-Term Notes.

            15. The terms of the Medium-Term Notes include the provisions set
            forth in Exhibit A hereto.

            16. If specified by a Designated Person, Medium-Term Notes may be
            issued as Amortizing Notes, Original Issue Discount Notes or Indexed
            Notes, each as described in the Prospectus Supplement dated June 15,
            2001 to the Prospectus dated May 10, 2001 relating to the
            Medium-Term Notes, including any subsequent amendments or
            supplements thereto.

            B. The forms of the Global Fixed Rate Notes and the Global Floating
Rate Notes are attached hereto as Exhibit A.

            C. The Trustee is appointed as Paying Agent (as defined in the
Indenture) and The Bank of New York is appointed as Calculation Agent.

            D. The foregoing form and terms of the Medium-Term Notes have been
established in conformity with the provisions of the Indenture.

            E. Each of the undersigned has read the provisions of Sections 301
and 303 of the Indenture and the definitions relating thereto and the
resolutions adopted by the Board of Directors of the Company and delivered
herewith. In the opinion of each of the undersigned, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not all conditions precedent provided in the
Indenture


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relating to the establishment, authentication and delivery of a series of
Securities under the Indenture, designated as the Medium-Term Notes in this
Certificate, have been complied with. In the opinion of each of the undersigned,
all such conditions precedent have been complied with.

            F. The undersigned Assistant Secretary, by execution of this
Certificate, thereby certifies the actions taken by the Special Committee of the
Board of Directors of the Company in determining and setting the specific terms
of the Medium-Term Notes, and hereby further certifies that attached hereto as
Exhibits A, B, and C respectively, are the forms of certificates representing
the Global Fixed Rate Notes and Global Floating Rate Notes as duly approved by
the Special Committee of the Board of Directors of the Company, a copy of
resolutions duly adopted by the Board of Directors of the Company as of May 4,
2001 and a copy of resolutions duly adopted by the Special Committee of the
Board of Directors as of May 14, 2001 and June 15, 2001, pursuant to which the
terms of the Medium-Term Notes set forth above have been established.


            G. This certificate supersedes in its entirety the Officer's
Certificate, dated May 14, 2001, with respect to the Notes previously delivered
to you.

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            IN WITNESS WHEREOF, the undersigned have hereunto executed this
Certificate as of the date first above written.



                                   /s/ Alan H. Lund
                                 -----------------------------------------------
                                 Alan H. Lund
                                 Executive Vice President, Co-Chief Operating
                                 Officer and Chief Financial Officer



                                   /s/ Pamela S. Hendry
                                 -----------------------------------------------
                                 Pamela S. Hendry
                                 Vice President, Treasurer and
                                 Assistant Secretary


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