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                                                                    Exhibit 4.10


     PASS THROUGH TRUST AGREEMENT SUPPLEMENT A


     PASS THROUGH TRUST AGREEMENT SUPPLEMENT A, dated as of March 16, 1998 (the
"Pass Through Trust Agreement Supplement"), among AIRPLANES LIMITED, a limited
liability company incorporated in Jersey, Channel Islands ("Airplanes
Limited"), AIRPLANES U.S. TRUST, a Delaware business trust created pursuant to
the Amended and Restated Trust Agreement dated as of March 11, 1996 ("Airplanes
Trust" and, together with Airplanes Limited, the "Note Issuers") and BANKERS
TRUST COMPANY, a New York banking corporation ("Bankers Trust"), as trustee
(the "Trustee"), to the Pass Through Trust Agreement dated as of March 28, 1996
(the "Pass Through Trust Agreement") among the Note Issuers and the Trustee.
Capitalized terms used herein but not defined herein shall have the meanings
given to such terms in the Pass Through Trust Agreement.


                              W I T N E S S E T H:

     WHEREAS, the Note Issuers intend to supplement certain provisions in the
Pass Through Trust Agreement in accordance with Section 8.01(3) of the Pass
Through Trust Agreement; and

     WHEREAS, all of the conditions and requirements necessary to make this
Pass Through Trust Agreement Supplement, when duly executed and delivered, a
legal, valid and binding instrument in accordance with its terms and for the
purposes herein expressed, have been done, performed and fulfilled, and the
execution and delivery of this Pass Through Trust Agreement Supplement in the
form and with the terms hereof have been in all respects duly authorized.

     NOW, THEREFORE, in consideration of the premises herein, it is agreed
among the Note Issuers and the Trustee as follows:


                                   ARTICLE I

                                 MODIFICATIONS

     Section 1.01.  Modifications.  The Pass Through Trust Agreement is,
effective as of the date hereof, hereby modified as follows:

           (a) The following definition shall be added to Section 1.01:

                 DTC: Means The Depository Trust Company, a New York
            Corporation.

           (b) The second paragraph of Section 4.03(f) is hereby amended and
      restated in its entirety to read as follows:


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            "Notwithstanding the above, any notice specifying the rate, amount
            or Payment Date in respect of the Certificates of any class or
            subclass bearing interest at a floating rate or in respect of any
            repayment of principal on any Notes or Certificates or in respect
            of Step-Up Interest payable on any Certificates shall, for so long
            as such Certificates are listed on the Luxembourg Stock Exchange
            and so long as the rules of the Luxembourg Stock Exchange so
            require, be given to the Luxembourg Stock Exchange and the Listing
            Agent.  Such notice requirement shall be satisfied until such time
            as any Definitive Certificates of such class or subclass are issued
            and so long as the Notes and Certificates of such class or subclass
            are held through Cedel, Euroclear or DTC by delivery of the
            relevant notice to Cedel, Euroclear or DTC, as the case may be, for
            communication by them to the Noteholders and Certificateholders of
            such class or subclass without need for publication in the
            Luxemburger Wort; provided, however, that notices specifying that
            Step-Up Interest is payable on any Certificates or a redemption of
            any Notes pursuant to Section 3.10 of the Indentures or a
            Refinancing of any Notes pursuant to Section 2.07 of the Indentures
            shall be published in the Luxemburger Wort."


                                   ARTICLE II

                    THE PASS THROUGH TRUST AGREEMENT TRUSTEE

     Section 2.01.  The Pass Through Trust Agreement  Trustee.  The Trustee
shall not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Pass Through Trust Agreement Supplement or the
due execution hereof by the Note Issuers, or for or in respect of the recitals
and statements contained herein, all of which recitals and statements are made
solely by the Note Issuers.

     Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Trustee
other than as set forth in the Pass Through Trust Agreement, and this Pass
Through Trust Agreement Supplement is executed and accepted on behalf of the
Trustee, subject to all the terms and conditions set forth in the Pass Through
Trust Agreement, upon the effectiveness thereof, as fully to all intents as if
the same were herein set forth at length.


                                  ARTICLE III

                            MISCELLANEOUS PROVISIONS


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     Section 3.01.  Pass Through Trust Agreement Ratified.  Except and so far
as herein expressly provided, all of the provisions, terms and conditions of
the Pass Through Trust Agreement are in all respects ratified and confirmed;
and the Pass Through Trust Agreement and this Pass Through Trust Agreement
Supplement shall be taken, read and construed as one and the same instrument.

     Section 3.02.  GOVERNING LAW.  THIS PASS THROUGH TRUST AGREEMENT
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.

     Section 3.03.  Execution in Counterparts.  This Pass Through Trust
Agreement Supplement may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

     IN WITNESS WHEREOF, the Trustee and the Note Issuers have caused this Pass
Through Trust Agreement Supplement to be duly executed as of the day and year
first written above.

                                      AIRPLANES LIMITED



                                      By: /s/ Roy M. Dantzic
                                          ---------------------
                                          Name:  Roy M. Dantzic
                                          Title: Director



                                      AIRPLANES U.S. TRUST


                                      By: /s/ Roy M. Dantzic
                                          ---------------------
                                          Name:  Roy M. Dantzic
                                          Title: Controlling Trustee



                                      BANKERS TRUST COMPANY, Trustee


                                      By: /s/ Louis Bodi
                                          ---------------------
                                          Name:  Luis Bodi
                                          Title: Vice President