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                           FORM OF NOTE - EXHIBIT 4.2


R- 1                                                                $250,000,000


                     INTERNATIONAL LEASE FINANCE CORPORATION

                     FLOATING RATE NOTE DUE FEBRUARY 3, 2003


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR THE REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


PRINCIPAL AMOUNT:  Two Hundred Fifty Million Dollars ($250,000,000)


MATURITY DATE:  February 3, 2003


DATED DATE:  January 24, 2001


CUSIP:    459745 EQ4


INTEREST PAYMENT DATES: January 24, April 24, July 24 and October 24, commencing
April 24, 2001 and through October 24, 2002, and the Maturity Date


REGULAR RECORD DATES: The date 15 calendar days prior to each interest payment
date



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               INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(the "Company"), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal amount set forth on the face hereof on the
Maturity Date set forth on the face hereof, and to pay interest thereon, at the
interest rate set forth on the face hereof, from the dated date hereof or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on the Interest Payment Dates set forth on the face
hereof, until the principal hereof has been paid or made available for payment.
The interest so payable, and punctually paid or provided for, on any Interest
Payment Date will, as provided in the Indenture (as hereinafter defined), be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest as set forth on the face hereof (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date; provided,
however, interest payable on the Maturity Date hereof will be payable to the
Person to whom the principal hereof shall be payable. Any such interest which is
payable, but is not punctually paid or duly provided for on any Interest Payment
Date, shall forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note at least
10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner, all as more fully provided in the Indenture. Payment of the
principal of and interest on this Note will be made at the office of the Trustee
in St. Paul, Minnesota and at the agency maintained by the Trustee for that
purpose in the Borough of Manhattan, City of New York, State of New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest on any Interest Payment Date (other than on the Maturity
Date) 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.

               This Note is one of a duly authorized issue of Securities
(hereinafter called the "Securities") of the Company, issued and to be issued
under an Indenture dated as of November 1, 2000 (herein called the "Indenture")
between the Company and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Company, the Trustee
and the Holders of the Securities, and the terms upon which the Securities are,
and are to be, authenticated and delivered. All terms used in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.

               This Note is one of the series of Securities designated as set
forth on the face hereof. The Notes may not be redeemed prior to maturity. The
Notes will not have a sinking fund.

               The Notes will bear interest from January 24, 2001 payable in
arrears on each Interest Payment Date, commencing April 24, 2001. If any
Interest Payment Date would otherwise be a day that is not a Business Day,
payment of interest on such Interest Payment Date will be postponed to the next
day that is a Business Day. The period from and including January 24, 2001 to
but excluding the first Interest Payment Date and each successive period from
and including an Interest Payment Date to but excluding the next Interest
Payment Date is herein called an "Interest Period."

               The rate of interest for each Interest Period shall be .080% per
annum above the London interbank offered quotation ("LIBOR") for three-month
United States dollar deposits prevailing two London Business Days before the
beginning of each Interest Period as determined by The Bank of New York acting
as calculation agent in respect of the Notes (the "Calculation Agent"), in
accordance with the following provisions.

                      (a) On each Interest Determination Date, the Calculation
               Agent will determine the rate for deposits in United States
               dollars for the three-month period, commencing on the applicable
               LIBOR Reset Date, that appears on the Designated LIBOR page as of
               11:00 A.M., London time, on the Interest Determination Date. If
               no rate so appears, LIBOR on the Interest Determination Date will
               be determined in accordance with the provisions described in
               paragraph (b) set forth below.

                      (b) With respect to an Interest Determination Date on
               which no rate appears on the Designated LIBOR Page as specified
               in (a) above, LIBOR will be determined according to the
               procedures described below:

                -       The Calculation Agent will request the principal London
                        offices of each of four major reference banks (which may
                        include affiliates of the underwriter) in the London
                        interbank market, as selected by the Calculation Agent,
                        to provide the Calculation Agent with its offered
                        quotation for deposits in United States dollars for the
                        three month period commencing on the first day of the
                        relevant Interest Period, to prime banks in the London



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                        interbank market at approximately 11:00 A.M., London
                        time, on the Interest Determination Date and in a
                        principal amount that is representative for a single
                        transaction in United States dollars in the market at
                        the time.

                -       If at least two quotations are so provided, then LIBOR
                        on the Interest Determination Date will be the
                        arithmetic mean of the quotations.

                -       If fewer than two quotations are so provided, then LIBOR
                        on the Interest Determination Date will be the
                        arithmetic mean of the rates quoted at approximately
                        11:00 A.M., in the applicable principal financial
                        center, on the Interest Determination Date by three
                        major banks (which may include affiliates of the
                        underwriter) in the principal financial center selected
                        by the Calculation Agent for loans in United States
                        dollars to leading European banks for the relevant three
                        month period and in a principal amount that is
                        representative for a single transaction in United States
                        dollars in the market at the time.

                  -   If the banks so selected by the Calculation Agent are not
                      quoting as provided above, LIBOR determined as of the
                      Interest Determination Date will be LIBOR in effect on
                      that Interest Determination Date.

               "Business Day" means any day that is not a Saturday or Sunday,
and that, in The City of New York, is not a day on which banking institutions
are generally authorized or obligated by law to close. "London Business Day"
means a day on which dealings in deposits in United States dollars are
transacted in the London interbank market.

               "Designated LIBOR Page" means the display on Bridge Telerate,
Inc. (or any successor service) on Telerate 3750 (or any other as may replace
the page on the service) for the purpose of displaying the London interbank
rates of major banks for United States dollars.

               The "Interest Determination Date" pertaining to the beginning of
an Interest Period will be the second London Business Day preceding the LIBOR
Reset Date.

               The "LIBOR Reset Date" means the first day of any Interest
Period.

               If an Event of Default with respect to the Notes shall occur and
be continuing, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Notes may declare the principal of all the Notes due
and payable in the manner and with the effect provided in the Indenture.

               The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding, of each series affected
thereby. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
each series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.

               No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the time, place and rate, and in the coin or currency, herein
prescribed.

               As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register of the Company upon surrender of this Note for registration of transfer
at the office of the Trustee in the Borough of Manhattan, City of New York,
State of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and Security Registrar duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

               The Notes are issuable only in registered form without coupons in
denominations of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes, as requested by the Holder surrendering the same.

               No service charge will be made for any such registration of
transfer or exchange, but the Company



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may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

               Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.



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               IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal as of the Dated Date set forth on the
face hereof.

                                       INTERNATIONAL LEASE FINANCE CORPORATION

[Seal]

                                       By:    __________________________________
                                              Chairman of the Board



                                              __________________________________
                                              President


Attest:


__________________________________
        Secretary



               Unless the certificate of authentication hereon has been executed
by The Bank of New York, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized signatories or
authorized Authenticating Agents, this Note shall not be entitled to any
benefits under the Indenture, or be valid or obligatory for any purpose.

                          CERTIFICATE OF AUTHENTICATION

               This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.

Date of Registration:

                                       THE BANK OF NEW YORK, as Trustee



                                       By     __________________________________
                                              Authorized Signatory



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                              [FORM OF ASSIGNMENT]

                                  ABBREVIATIONS

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

<TABLE>
        <S>           <C>
        TEN COM --    as tenants in common
        TEN ENT --    as tenants by the entireties
        JT TEN  --    as joint tenants with right of survivorship and not as tenants in common
</TABLE>


UNIF GIFT MIN ACT -- __________________ Custodian ___________________
                           (Cust)                      (Minor)

under Uniform Gifts to Minors Act _____________________________
                                           (State)


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

                         ------------------------------

        FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert Social Security or Other
Identifying Number of Assignee              _________________________________


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

______________________________________________________

______________________________________________________


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________ Attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.

Dated: ________________________________

                                    ____________________________________________

                                    ____________________________________________
                                    Notice: The signature to this assignment
                                            must correspond with the name as
                                            written on the face of the within
                                            instrument in every particular,
                                            without alteration or enlargement,
                                            or any change whatever.



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