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                           FORM OF NOTE - EXHIBIT 4.2

R- 1                                                                $300,000,000


                     INTERNATIONAL LEASE FINANCE CORPORATION

                         5.125% NOTES DUE AUGUST 1, 2004


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: Three Hundred Million ($300,000,000)


MATURITY DATE: August 1, 2004


DATED DATE: July 20, 2001


INTEREST RATE: 5.125% per annum


CUSIP: 459745 EV3


INTEREST PAYMENT DATES: February 1 and August 1, commencing February 1, 2002


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.

                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



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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 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.

        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


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

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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing


                                                      Attorney to transfer said
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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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