UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
(Mark One)
[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996, OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM                 TO

                         COMMISSION FILE NUMBER 0-19216

                             JETFLEET AIRCRAFT, L.P.
             (Exact name of registrant as specified in its charter)

            CALIFORNIA                              94-3087300
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
   of incorporation or organization)

                       CMA CAPITAL GROUP
                 1440 CHAPIN AVENUE, SUITE 310
                    BURLINGAME, CALIFORNIA               94010
           (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code: (415) 696-3900

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:


                                                   Name of each exchange
           Title of each class                      on which registered
UNITS OF LIMITED PARTNER INTERESTS                         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 the  filing
requirements for the past 90 days.    YES X       NO

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K 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 ]

On March 28, 1997 the aggregate market value of the Units held by non-affiliates
(computed  by  reference  to the  price  at  which  the  Units  were  sold) was
$14,803,450.

As of March 28, 1997 the  Registrant has 296,069 Units issued and outstanding,
200 of which are owned by a General Partner and 2,400 of which are owned by an
affiliate of the General Partners.

DOCUMENTS INCORPORATED BY REFERENCE:NONE


                                    PART I

ITEM 1:       BUSINESS

                  JetFleet(TM) Aircraft,  L.P.  ("JetFleet(TM)") is a California
limited partnership formed on February 16, 1989 for the purpose of acquiring, on
an all cash basis,  commercial aircraft which are already in service pursuant to
triple net leases with commercial  airlines  (whether foreign or domestic).  The
general partners of JetFleet(TM)  are CMA Capital Group (the "Corporate  General
Partner")  and its founding  principals,  Neal D. Crispin and Richard D. Koehler
(the  "Individual   General   Partners").   The  Corporate  General  Partner  is
responsible  for  selecting  and  marketing  JetFleet's(TM)  aircraft.  Security
Pacific Leasing  Corporation,  which merged in 1992 into  BankAmerica  Leasing &
Capital Group  ("BankAmerica"),  has performed  services for JetFleet(TM),  on a
best efforts basis, in connection with the acquisition and marketing of aircraft
by JetFleet(TM),  under the direction of the Corporate  General  Partner.  Also,
under an agreement with  JetFleet(TM)  Management  Corp.  ("JMC"),  a California
corporation  formed in January 1994 and an affiliate  of the  Corporate  General
Partner, the Corporate General Partner has authorized JMC to perform remarketing
duties on behalf of JetFleet(TM).

                  JetFleet's(TM)  principal  objectives  are:  (i)  to  generate
substantial  cash from  operations  and to distribute  all cash in excess of the
amount required for operating  expenses and cash reserves;  (ii) to preserve and
protect the value of  JetFleet's(TM)  assets and reduce  business  risks through
all-cash purchases of aircraft;  and (iii) to maximize returns from the ultimate
sale of the aircraft at the highest available price.

                  From  June  1989 to June 1991  JetFleet(TM)  offered  units of
limited partner  interests  ("Units")  pursuant to a prospectus  filed under the
Securities Act of 1933, as amended (the "Prospectus").

                  During 1989 and 1990,  JetFleet(TM) raised $7,200,250 from the
sale of 144,005 Units to 549 Unitholders and purchased a Boeing 727-231,  serial
number 19559 ("Boeing 727") on lease to Trans World Airlines ("TWA").

                  From January 1991 to June 1991, JetFleet(TM) raised $7,603,200
from the sale of 152,064 Units to 658  Unitholders.  Most of these proceeds were
used to purchase  from Aviation  Enterprises  1988,  Inc.  ("AEI 1988") a 99.90%
undivided interest in a deHavilland  DHC-7-102 aircraft,  serial number 57 ("S/N
57") which,  at the time of  purchase,  was on lease to Johnson  Controls  World
Services,  Inc. ("JCWS") pursuant to a contract with the United States Army. The
contract  with the United  States  Army was  recently  awarded to Range  Systems
Engineering,  a subsidiary of Raytheon  Service Company  ("Raytheon").  AEI 1988
retained the remaining .10% undivided interest. During 1992, an affiliate of the
seller,  Aviation  Enterprises,  Inc. ("AEI") purchased an additional  undivided
interest  of  4.00% in S/N 57 for  $196,800,  the same  price  for  which it was
originally sold to  JetFleet(TM).  JetFleet(TM)  recognized a gain of $15,488 in
connection with this transaction.  On April 30, 1992,  JetFleet(TM) Aircraft II,
L.P., a California limited partnership  affiliated with JetFleet(TM) which, like
JetFleet(TM),  was formed to purchase  interests  in a portfolio of aircraft and
aircraft engines  ("JetFleet  II(TM)"),  purchased a 4.00% undivided interest in
S/N 57 from AEI for $196,800, the same price for which it was originally sold to
JetFleet(TM).


<PAGE>


                  The remaining  proceeds raised in  JetFleet's(TM)  offering of
Units were used in November  1991 to purchase a 24.37%  undivided  interest in a
deHavilland  DHC-7-103 aircraft,  serial number 72 ("S/N 72") which, at the time
of purchase,  was on lease pursuant to the same United States Army contract that
applies to S/N 57.  JetFleet(TM)  purchased its undivided  interest from Capital
Management  Associates  ("CMA"),  a corporation  owned by one of the  Individual
General Partners of JetFleet(TM). CMA had purchased S/N 72 from AEI 1988 using a
combination of bank, seller and other financing.  During 1991 and 1992, CMA sold
an  incremental  75.53% of the aircraft to JetFleet  II(TM).  AEI  purchased the
remaining .10% undivided interest pursuant to a purchase option.

                  On  April  18,  1994,  JetFleet(TM)  sold the  Boeing  727 for
$445,000,  before  remarketing  fees,  to Amtec Jet,  Inc.,  incurring a loss of
$219,885.  On December  16,  1994,  JetFleet(TM)  purchased  a 50.00%  undivided
interest in a McDonnell  Douglas  DC-9-32,  serial 47236  ("DC-9") for $400,000.
JetFleet  II(TM)  purchased the remaining  50.00% interest at the same time. The
DC-9 was leased back to the seller, Interglobal, Inc., under a capital lease.

Aircraft

                  As  indicated  below,   approximately  71%  of  JetFleet's(TM)
portfolio of Aircraft (based on purchase price) is subject to an operating lease
with Raytheon pursuant to a contract with the United States Army;  approximately
6% is subject to a capital lease with Interglobal,  Inc. pursuant to a sub-lease
with Aero  California  S.A. de CV; and the remainder of the portfolio is subject
to an operating lease with Air Tindi.  Due to FAA  regulations,  the Boeing 727,
S/N 57 and S/N 72 were  purchased  in the name of a trust,  the sole  beneficial
interest of which is owned by JetFleet(TM).

Boeing 727

                  In 1989 and 1990,  JetFleet(TM)  purchased the Boeing  727-231
(Registration  Number  N12302),  equipped  with  three  Pratt & Whitney  JT8D-9A
engines,  for a purchase  price of $6,090,000.  Acquisition  and legal fees were
capitalized to bring the total  investment in the Boeing 727 to  $6,185,408.  In
1991, JetFleet(TM) recorded a provision for impairment in value of $3,740,434 to
reduce the recorded value at December 31, 1991 to $1,500,000.

                  At the time the  Boeing  727 was  purchased,  it was  under an
initial  lease (the  "Initial  Lease") to Trans  World  Airlines,  Inc.  ("TWA")
through  January 1994. In two  amendments to the Initial Lease in March 1991 and
March  1992,   JetFleet(TM)   agreed  to  lower  monthly  rental  amounts  while
maintaining  the lease  expiration  date at January 31, 1994. A third  amendment
provided for rent based on hourly usage and extended the lease  expiration  date
to April 11, 1994.


                  On April 18, 1994,  JetFleet(TM)sold the Boeing 727 for
                  $445,000 to Amtec Jet,  Inc.,  incurring a loss of $219,885.


<PAGE>


S/N 57 and S/N 72 (collectively, the "Dash-7s")

                  As  indicated  above,  JetFleet(TM)  has  purchased  undivided
interests of 95.90% and 24.37% in S/N 57 and S/N 72,  respectively,  for a total
purchase  price  of  $4,989,693,  including  acquisition  costs of  $74,613  and
$1,558,320, including acquisition costs of $28,820, respectively. During 1993, a
collision-avoidance  radar system  ("TCAS") was  installed on S/N 72 in order to
comply  with  FAA  regulations  regarding  commercial  airline  operations.   In
connection with the TCAS installation, JetFleet(TM) paid and capitalized $35,211
which represents its pro rata share of the cost.

                  The Dash-7s are each  powered by four Pratt & Whitney  Stage 3
PT6A-50 turboprop engines.  They are known for reliability,  maneuverability and
versatility,  featuring quiet, low vibration turboprop engines, which meet Stage
3 noise  requirements.  These aircraft are S.T.O.L.  aircraft designed for short
take-offs and landings. In addition, S/N 72, built in 1982, has been fitted with
a cargo door and a removable cargo floor, enabling it to carry cargo or up to 54
passengers. S/N 57, built in 1980, is a passenger-only aircraft,  carrying up to
54 passengers.

                  At the time of  purchase,  the Dash-7s  were  subject to lease
agreements with JCWS as lessee and AEI as lessor.  Johnson  Controls,  Inc., the
parent corporation of JCWS, guaranteed the obligations of JCWS under the leases.
In  connection  with the  purchase of the  Dash-7s,  AEI  assigned its rights as
lessor to JetFleet(TM).

                  JetFleet(TM)  agreed  to pay AEI  compensation  equal to 4% of
JetFleet's(TM)  proportionate  monthly  lease  revenues  on the  Dash-7s,  4% of
JetFleet's(TM)  proportionate  gross sale or  insurance  proceeds of the Dash-7s
during the first eight years after commencement of each of the initial leases of
the  Dash-7s,  and 3% of any proceeds of  re-lease,  renewal,  sale or insurance
recovery  thereafter.  In return, AEI agreed to provide  remarketing and certain
other services in connection with the lease, re-lease and resale of the Dash-7s.

         S/N 57

                  Through  February 15, 1995, the lease for S/N 57 was tied to a
contract  between the United  States Army and JCWS under which JCWS provided the
aircraft  to the U.S.  Army for use in the  Marshall  Islands at the site of the
Army's deep space research center where missile  guidance  systems are tested. A
new contract  with the United  States Army  commenced on February 15, 1995 for a
term of two years with three two-year renewal options.  The contract was awarded
to  Range  Systems  Engineering,   a  subsidiary  of  Raytheon  Service  Company
("Raytheon").  During 1995 the lease was extended  through  September  30, 1996.
During 1996 the lease was extended, at reduced rent, through September 30, 1998.

                  The S/N 57 lease is a triple  net lease (in that the lessee is
required to pay for maintenance, repair and operations, as well as insurance and
taxes),  except that costs of complying  with FAA  airworthiness  directives and
manufacturer  directives in excess of $500 for any  modification are to be borne
by AEI,  but may be  recoverable  by AEI from the  proceeds of the resale of the
Dash-7s under certain circumstances.


<PAGE>


                  Raytheon  has  placed S/N 57 in its  Inspection  and Repair as
Necessary  ("IRAN")  program.  The IRAN  program was  established  as an interim
inspection.  The program includes corrosion evaluation,  structural inspections,
equalized  maintenance and interior  refurbishment.  Raytheon spent an estimated
$1,100,000 on the IRAN check for S/N 57.

                  Raytheon  has the right to purchase  S/N 57 at any time during
the term of the lease for a purchase  price that declines  over time.  The price
for 95.90% of S/N 57 would be  $3,605,840  if it were  purchased  by Raytheon on
September  30, 1998,  the end of the current lease term.  The Corporate  General
Partner does not anticipate  that the purchase option will be exercised and that
the  lease  will  continue  for as long as the  underlying  government  contract
continues, although there is no contractual requirement to this effect.

         S/N 72

                  In April 1993,  JetFleet(TM)  was notified that JCWS would not
renew the lease of S/N 72. As a result of negotiations,  JetFleet(TM),  JetFleet
II(TM) and AEI (collectively,  the "Co-Owners")  agreed to terminate the initial
lease on S/N 72 as of June 25, 1993, after the airplane had been fully inspected
to confirm that it had been returned in the condition required under the lease.

                  AEI was obligated for up to six months of rental  payments for
the early  termination of S/N 72, net of rent payments and economic  adjustments
received during the period.  JCWS agreed to pay an economic  adjustment totaling
$242,893 to the Co-Owners of S/N 72. This payment was based upon the  difference
between the  condition of certain  aircraft  components  at the time of S/N 72's
delivery  to JCWS  and the time of its  return  to the  Co-Owners.  JetFleet(TM)
received  $12,376  from JCWS'  payment of the  economic  adjustment,  as well as
$9,243 of  additional  rent from AEI. JCWS paid the economic  adjustment  during
February 1994; AEI's obligation was fulfilled in January 1994.

                  On August 13, 1993, S/N 72 was re-leased to Eclipse  Airlines,
Inc.  ("Eclipse"),  an affiliate of AEI. The lease (the  "Eclipse  Lease") was a
triple net lease with a term of one year,  except  that it could be  canceled by
any party on 30 days' notice. The rental amount, paid monthly, was equal to $400
per hour of usage during the month.

                  On  October  19,  1993,  due to an event of default by Eclipse
under  the  Eclipse  Lease,  the  Co-Owners  terminated  the  Eclipse  Lease and
repossessed  the  aircraft.  Since  Eclipse  had no  immediate  need for S/N 72,
Eclipse  and  the  Co-Owners  agreed  that  the  Co-Owners  would  enter  into a
short-term  lease with another  party,  at the  expiration  of which the Eclipse
lease would be reinstated.  At the same time, Eclipse also paid all overdue rent
and  reserve  charges  for the  months of August,  September  and  October.  The
Co-Owners and Eclipse  mutually agreed in June 1994 not to reinstate the Eclipse
Lease.

                  On December 22, 1993 the  Co-Owners  entered into a lease (the
"AGES Lease") with The AGES Group,  L.P., a Limited  Partnership  ("AGES") for a
term not to exceed ninety days.  AGES had  subleased  S/N 72 to Alas  Chiricanas
S.A., a corporation conducting business in the Republic of Panama. The lease was
subsequently  extended to September 1, 1994.  JetFleet(TM)  collected a total of
$78,351 in rents from AGES during the term of the lease.

                  Upon its return by AGES and at the  direction of  JetFleet(TM)
management,  S/N 72 underwent  certain  scheduled  maintenance  and other repair
work. The costs incurred by JetFleet(TM) for the scheduled maintenance and other
repair  work were  $61,531 in excess of the  maintenance  costs  collected  from
Eclipse and AGES during the term of the lease.

                  S/N 72 was re-leased on March 22, 1995 to the National Airline
Commission of Papua New Guinea  (trading as Air Niugini)  ("Air  Niugini") for a
term of six months. The lease was subsequently  extended until October 31, 1995.
JetFleet(TM)  collected a total of $53,060 in monthly  lease  payments  from Air
Niugini during the term of the lease. In addition, Air Niugini paid JetFleet(TM)
its  pro-rata  share of  maintenance  costs of  $31,710.  Upon its return by Air
Niugini and at the direction of JetFleet(TM) management,  S/N 72 again underwent
certain scheduled maintenance and other repair work.

                  On April 25,  1996,  S/N 72 was leased to Air Tindi for a term
of thirty-six  months. Air Tindi has provided a letter of credit which serves as
a security deposit under the lease. In addition, Air Tindi pays JetFleet(TM) its
pro-rata  share of  maintenance  costs per hour of usage,  which amount is to be
applied for scheduled overhauls and inspections. Air Tindi is a regional airline
headquartered in Yellowknife, Northwest Territories, Canada and provides charter
and regularly  scheduled flights  throughout the Northwest  Territories.  During
1996, JetFleet(TM) collected a total of $91,124 of rent from Air Tindi.

McDonnell Douglas DC-9

                  As  indicated  above,  during 1994,  JetFleet(TM)  purchased a
50.00% undivided  interest in a McDonnell  Douglas DC-9-32,  serial number 47236
(the "DC-9"), for $400,000 from Interglobal,  Inc. JetFleet II(TM) purchased the
remaining  50.00%  interest  at the same time.  The DC-9 was leased  back to the
seller,  Interglobal,  Inc. for  thirty-six  months at a monthly rate of $30,000
(the "DC-9 lease"), of which JetFleet(TM) is entitled to 50.00%, or $15,000. The
DC-9 is currently  sub-leased to and being operated by Aero  California  S.A. de
CV.  As part of the  sale  and  leaseback  described  above,  Interglobal,  Inc.
assigned  its  rights  under  the  sublease  to  Aero  California  S.A.  de  CV.
JetFleet's(TM) investment in the DC-9 is being accounted for as a capital lease.
The investment is essentially a financing in which JetFleet(TM) will recover its
investment over the term of the lease.  Interglobal,  Inc. has a purchase option
for a nominal amount which may be exercised  upon  expiration of the DC-9 lease.
In 1996,  JetFleet(TM)  recorded $45,417 of interest income  attributable to the
DC-9 lease.

                  JetFleet(TM)  has many  competitors  in the  aircraft  leasing
industry, including aircraft leasing partnerships,  leasing companies, banks and
other  financial  institutions.  The  market  is  highly  competitive.  Most  of
JetFleet's(TM)  competitors  have  substantially  greater  financial  and  other
resources than JetFleet(TM).



<PAGE>


ITEM 2:       PROPERTIES

                  JetFleet(TM) does not own or lease any real property, plant or
materially  important physical properties other than aircraft under operating as
set forth in Item 1.

                  JetFleet(TM)  maintains  its  principal  office at 1440 Chapin
Avenue,  Suite 310,  Burlingame,  California,  94010. All office  facilities are
provided by JMC without reimbursement by JetFleet(TM).


ITEM 3:       LEGAL PROCEEDINGS

                  JetFleet(TM) is not involved in any legal proceedings.


ITEM 4:       SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

                  No matters were submitted to a vote of security holders during
the fourth quarter of 1996.



<PAGE>


                                     PART II

ITEM 5:       MARKET FOR JETFLEET'S(TM) UNITS AND RELATED SECURITYHOLDER MATTERS

General

                  JetFleet(TM) Units are not publicly traded.  Currently,  there
is no market for  JetFleet(TM)  Units,  and it is unlikely  that any market will
develop.  There are several  secondary  exchanges  which will  purchase  limited
partnership units.  Secondary markets are characterized as having few buyers for
limited  partnership   interests  and,   therefore,   generally  are  viewed  as
inefficient  vehicles for the sale of limited  partnership  units.  In addition,
there are certain  limitations  upon the transfer of Units,  as described in the
Prospectus and in JetFleet's(TM) Partnership Agreement.

Number of Security Holders

         Number of holders of Units of Limited
         Partner interests as of March 28, 1997:  1,045

Distributions

                  JetFleet(TM)  investors may elect to receive  distributions on
either a monthly or quarterly  basis.  In 1995 and 1996,  $544,202 and $593,451,
respectively,  or $1.84 and $2.00 per weighted average Limited  Partnership Unit
outstanding,  of which $1.84 and $2.00, respectively,  were a return of capital,
were distributed to the Unitholders.


<PAGE>


ITEM 6:  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

                                                                    December 31,
                                      1992              1993             1994              1995            1996
                                      ----              ----             ----              ----            ----
<S>                                <C>               <C>              <C>               <C>              <C>

Summary Balance
  Sheet Data:
     Total assets                  $6,673,065        $5,760,272       $5,033,007        $3,858,324       $2,543,761
     Aircraft under
       leases and held
       for leases                  $6,575,774        $5,711,216       $4,410,927        $3,369,635       $2,328,345
     Partners' capital             $6,441,246        $5,668,100       $4,775,444        $3,666,140       $2,478,177
</TABLE>
<TABLE>
<CAPTION>

                                                                     Year Ended
                                                                    December 31,
                                         1992             1993              1994             1995            1996
                                         ----             ----              ----             ----            ----
<S>                                    <C>              <C>              <C>                <C>              <C>
Summary of
  Operations:
     Rental income                     $1,558,737       $1,487,159       $1,026,322         $561,254         $578,602
     Gain/(loss) on sale
       of partial interest
       in aircraft                         15,488                -         (219,885)               -                -
     Net income/(loss)                   $494,432         $431,166           $6,430        ($559,605)       ($588,518)
     Net income/(loss)
       per Unit                             $1.48            $1.44            $0.02           ($1.87)          ($1.97)
     Distributions to
       Limited Partners                $1,589,764       $1,191,378         $890,114         $544,202         $593,451
     Distributions per
       Limited Partnership
       Unit                                 $5.37            $4.02            $3.01            $1.84            $2.00
     Weighted average
       Limited Partnership
       Units outstanding                  296,069          296,069          296,069          296,069          296,069
</TABLE>


ITEM 7:       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

Capital Resources and Liquidity

                  At the end of 1996, JetFleet(TM) had cash balances of $30,728.
This amount was held primarily for the  distribution  made to the Unitholders in
January 1997 and to pay accrued expenses.

                  During the year,  JetFleet's(TM)  primary sources of liquidity
were  cash  flows  from  leasing   operations   and  capital   lease   payments.
JetFleet's(TM) liquidity will vary in the future,  increasing to the extent cash
flows from operations exceed expenses,  and decreasing as distributions are made
to the Unitholders and to the extent expenses exceed cash flows from leases.

                  JetFleet(TM) uses substantially all its operating cash flow to
make cash  distributions to its  Unitholders.  Since  JetFleet's(TM)  leases are
triple net leases (the lessee pays operating and maintenance expenses, insurance
and taxes),  JetFleet(TM)  does not  anticipate  that it will incur  significant
operating  expenses in connection with ownership of its aircraft as long as they
remain on lease.

                  JetFleet(TM) currently has available adequate reserves to meet
is immediate cash requirements.

                  During 1996,  JetFleet(TM) made distributions at an annualized
rate of 4%, as  compared to 3% during  January  1995  through  April 1995 and 4%
during May 1995  through  December  1995.  The  increase  for 1996 is  primarily
because of higher  monthly rent  received for S/N 72 during 1996 compared to the
rent received  during 1995.  Future  distributions  will depend on the amount of
lease revenue received by JetFleet(TM) for its assets.

                  If inflation in the general  economy becomes  significant,  it
may affect  JetFleet(TM)  inasmuch as the residual values and rates on re-leases
of its aircraft may increase as the costs of similar assets  increase.  However,
JetFleet's(TM)  revenues from existing leases would not increase,  as such rates
are  generally  fixed  for  the  terms  of the  leases  without  adjustment  for
inflation.  At the same time, any  significant  inflation in the general economy
may cause an  increase  in  professional  fees and  general  and  administrative
expense reimbursements.

                  If interest rates increase significantly, the lease rates that
JetFleet(TM)  can obtain on future  leases  would be expected to increase as the
cost of  capital is a  significant  factor in the  pricing  of lease  financing.
Leases already in place,  for the most part, would not be affected by changes in
interest rates.

         1996 versus 1995

                  Cash flows from operations  decreased by $9,867  primarily due
an increase of  approximately  $32,000 in general  and  administrative  expenses
which was only partially offset by an increase of approximately  $17,000 in cash
flows from lease-related revenues. Certain other cash expenses increased in 1996
as discussed under "Results of Operations"  below. The increased cash flows from
leases resulted from the increased rent received for S/N 72 during 1996.

                  Cash flows from investing activities increased $15,000 in 1996
because one less month of revenue from the DC-9 financing  lease was received in
1995 as  compared  to 1996,  the  result  of a  prepayment  of rent at the lease
inception in December 1994.

                  In  1996,  there  were no  financing  sources  of  cash.  Cash
distributions  to  Unitholders  increased  by $49,249,  or by $0.16 per weighted
average Limited  Partnership Unit  outstanding.  The increased  distributions to
Unitholders resulted from the increased monthly rent received for S/N 72.

         1995 versus 1994

                  Cash flows from operations decreased by $567,577 primarily due
to a  decrease  of  approximately  $408,000  in cash  flows  from  lease-related
revenues.  Certain  other cash  expenses  increased in 1995 as  discussed  under
"Results of Operations"  below.  The decreased  cash flows from leases  resulted
from reduced rents on S/N 57 as well as S/N 72's off-lease periods during 1995.

                  Cash flows from investing  activities increased  approximately
$88,000 in 1995 primarily because of the capital lease for the DC-9 entered into
in December, 1994.

                  In  1995,  there  were no  financing  sources  of  cash.  Cash
distributions  to  Unitholders  decreased by $345,912,  or by $1.17 per weighted
average Limited  Partnership Unit  outstanding.  The decreased  distributions to
Unitholders  resulted from reduced rents on S/N 57 as well as S/N 72's off-lease
periods during 1995 which were only  partially  offset by the cash received as a
result of the capital lease for the DC-9.

Results of Operations

                  JetFleet(TM)  recorded  net income of $6,430 and net losses of
($559,605) and  ($588,518) in 1994,  1995 and 1996,  respectively.  The decrease
from 1994 to 1995 was  primarily a result of the  decrease in rent  received for
the Dash-7s along with increased depreciation expense resulting from a change in
the estimated  economic life of the Dash-7s.  The decrease from 1995 to 1996 was
primarily a result of an increase in general and  administrative  expenses and a
decrease  in interest  income  realized  from the DC-9  financing  lease,  which
changes were only  partially  offset by an increase in rental income from S/N 72
and decreased amortization and maintenance expenses.

         1996 versus 1995

                  Rental income increased approximately $17,000. This was due to
the higher monthly rent received for S/N 72 during 1996.

                  There was no change in depreciation from 1995 to 1996.

                  There  was no  accrual  or  payment  of the  base  management,
incentive management or re-lease fees for 1995 or 1996 as the annualized rate of
distributions in those years did not meet the Preferred Return as defined in the
Prospectus.

                  General and  administrative  expenses  and  professional  fees
increased  approximately  $32,000 due to  increased  costs  associated  with the
ongoing management of JetFleet's(TM) portfolio as well as the increased costs of
administering  investor-related  inquiries.  As mentioned  above,  the Corporate
General  Partner has authorized JMC to perform  remarketing  duties on behalf of
JetFleet(TM).  JMC and other third  parties who perform  such  services  receive
reimbursement  for  those  services  regardless  of  whether  or  not  the  base
management,  incentive management or re-lease fees are paid. If base management,
incentive management or re-lease fees are payable within a given year, such fees
would be reduced to the extent that any  payments are made to JMC or other third
parties performing such remarketing duties.

         1995 versus 1994

                  Rental income decreased  approximately  $465,000. This was due
to reduced  rents on S/N 57  beginning  in October  1994 as well as receiving no
rent in 1995 as a  result  of the  sale of the  Boeing  727 in  April  1994.  In
addition,  the payments  under the DC-9 financing  lease,  which was acquired in
December  1994 with the sales  proceeds  from the sale of the  Boeing  727,  are
treated as a return of capital with an imputed interest  component,  rather than
as rental income.

                  Depreciation  increased  approximately $384,000 primarily as a
result of  JetFleet(TM)  reducing  its  estimate  of the useful  life of certain
aircraft.

                  There  was no  accrual  or  payment  of the  base  management,
incentive management or re-lease fees for 1994 or 1995 as the annualized rate of
distributions in those years did not meet the Preferred Return as defined in the
Prospectus.

                  General and  administrative  expenses  and  professional  fees
increased  approximately  $16,000 due to  increased  costs  associated  with the
ongoing management of JetFleet's(TM) portfolio as well as the increased costs of
administering  investor-related  inquiries.  See  discussion  above (1996 versus
1995) regarding the treatment of remarketing costs.


ITEM 8:       FINANCIAL STATEMENTS



                         REPORT OF INDEPENDENT AUDITORS



The Partners
   JetFleet(TM) Aircraft, L.P.


We have audited the accompanying balance sheets of JetFleet(TM) Aircraft, L.P.,
a California Limited Partnership, as of December 31, 1996 and December 31, 1995,
and the related  statements of operations,  partners' capital and cash flows for
the years ended  December  31,  1996,  December  31, 1995 and December 31, 1994.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial  statements  referred to above present fairly, in
all material respects, the financial position of JetFleet(TM) Aircraft, L.P., at
December 31, 1996 and December 31, 1995,  and the results of its  operations and
its cash flows for the years ended  December  31,  1996,  December  31, 1995 and
December 31, 1994, in conformity with generally accepted accounting principles.







February 6, 1997
San Mateo, California


<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                                 Balance Sheets



                                     ASSETS
<TABLE>
<CAPTION>

                                                                                    December 31,
                                                                              1996                 1995

<S>                                                                      <C>                <C>

Current assets:

         Cash                                                            $   30,728         $   96,184
         Lease payments receivable                                          180,000            180,000
         Reserves receivable from lessee                                      4,688                  -
         Receivable from affiliates                                               -             45,856
                                                                         ----------         ----------
         Total current assets                                               215,416            322,040

Aircraft under operating leases and aircraft
   held for operating leases,
   net of accumulated depreciation of
   $4,055,292 in 1996 and $3,014,002 in 1995                              2,328,345          3,369,635

Lease payments receivable                                                         -            165,000

Organization costs, net of accumulated
   amortization of $66,615 in 1996 and
   $64,966 in 1995                                                                -              1,649
                                                                         ----------         ----------
                                                                         $2,543,761         $3,858,324
                                                                         ==========         ==========
</TABLE>

                        LIABILITIES AND PARTNERS' CAPITAL
<TABLE>
<CAPTION>
<S>                                                                      <C>                <C>

Current liabilities:

         Accounts payable                                                $   16,000         $   28,109
         Accrued maintenance costs                                           25,277             58,984
         Payable to affiliates                                                  743             45,000
         Prepaid rents                                                        8,890                  -
         Unearned interest income                                            14,674             45,417
                                                                         ----------         ----------
         Total current liabilities                                           65,584            177,510

Unearned interest income                                                          -             14,674
                                                                         ----------         ----------

Total liabilities                                                            65,584            192,184

Partners' capital
         General partners                                                   (51,970)            (4,091)
         Limited partners (1,100,000 authorized
           Units, 296,069 issued Units in 1996 and 1995)                  2,530,147          3,706,231
                                                                         ----------         -----------
                                                                         $2,543,761         $3,858,324
</TABLE>

See accompanying notes.


<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                            Statements of Operations

<TABLE>
<CAPTION>



                                                                           Year Ended December 31,
                                                              1996              1995             1994
<S>                                                        <C>               <C>              <C>

Revenues:

         Rental income, net                                $  578,602        $  561,254       $1,026,322
         Loss on sale of interest
           in aircraft                                              -                 -         (219,885)
         Interest income                                       45,705            73,827           16,356
                                                           ----------        ----------       ----------

                                                              624,307           635,081          822,793
                                                           ----------        ----------       ----------

Costs and expenses:

         Amortization of organization costs                     1,649             8,404           12,854
         Professional fees                                     22,272            26,240           68,189
         General and administrative                           112,097            75,286           16,701
         Maintenance costs                                     35,517            43,464           61,531
         Depreciation of aircraft                           1,041,290         1,041,292          657,088
                                                           ----------        ----------       ----------
                                                            1,212,825         1,194,686          816,363
                                                           ----------        ----------       ----------
Net (loss) income                                          $ (588,518)       $ (559,605)      $    6,430
                                                           ==========        ==========       ==========

Allocation of net(loss) income:

         General partners                                  $   (5,885)       $   (5,596)      $       64
         Limited partners                                    (582,633)         (554,009)           6,366
                                                           ----------        ----------       ----------
                                                           $ (588,518)       $ (559,605)      $    6,430
                                                           ==========        ==========       ==========

         Per Limited Partnership Unit                      $    (1.97)       $    (1.87)      $     0.02
                                                           ==========        ==========       ==========

Limited Partnership Units outstanding                         296,069           296,069          296,069
                                                           ==========        ==========       ==========
</TABLE>








See accompanying notes.





<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                         Statements of Partners' Capital
              For the Years Ended December 31, 1994, 1995 and 1996
<TABLE>
<CAPTION>


                                              Limited
                                              Partner          Limited           General
                                               Units          Partners          Partners           Total
<S>                                           <C>            <C>                <C>             <C>

Balance, December 31, 1993                    296,069        $5,688,190         $(20,090)       $5,668,100
Distributions ($3.01 per
  Limited Partner Unit)                             -          (890,114)          (8,972)         (899,086)
Net income                                          -             6,366               64             6,430
                                              -------        ----------         --------        ----------
Balance, December 31, 1994                    296,069         4,804,442          (28,998)        4,775,444
Distributions ($1.84 per
  Limited Partner Unit)                             -          (544,202)          (5,497)         (549,699)
Net loss                                            -          (554,009)          (5,596)         (559,605)
                                              -------        ----------         --------        ----------

Balance, December 31, 1995                    296,069         3,706,231          (40,091)        3,666,140
Distributions ($2.00 per
  Limited Partner Unit)                             -          (593,451)          (5,994)         (599,445)
Net loss                                            -          (582,633)          (5,885)         (588,518)
                                              -------        ----------         --------        ----------

Balance, December 31, 1996                    296,069        $2,530,147         $(51,970)       $2,478,177
                                              =======        ==========         ========        ==========
</TABLE>










See accompanying notes.


<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                            Statements of Cash Flows
<TABLE>
<CAPTION>


                                                                                  Year Ended December 31,
                                                                          1996           1995             1994
<S>                                                               <C>           <C>           <C>


Operating activities:
     Net (loss) income                                            $ (588,518)   $ (559,605)   $   6,430
     Adjustments to reconcile net (loss)
       income to net cash provided
       by operating activities:
         Depreciation of aircraft                                  1,041,290     1,041,292      657,088
         Loss on sale of
           interest in aircraft                                            -             -      219,885
         Amortization of organization costs                            1,649         8,404       12,854
         Change in operating assets and liabilities:
           Reserves receivable from lessee                            (4,688)            -       18,035
           Accounts payable                                          (12,109)      (12,591)      13,600
           Accrued maintenance costs                                 (33,707)      (14,847)      73,831
           Prepaid rents                                               8,890             -            -
           Unearned interest income                                  (45,417)      (70,019)      (3,140)
           Deferred income                                                 -             -      (40,823)
           Receivable from affiliates                                 45,856       (45,856)           -
           Payable to affiliates                                     (44,257)       32,078      (11,327)
                                                                 -----------    ----------    ---------
     Net cash provided by operating activities                       368,989       378,856      946,433
                                                                 -----------    ----------    ---------

Investing activities:
     Sales of interests in aircraft                                        -             -      423,316
     Purchase of interest in aircraft                                      -             -     (406,750)
     Payments received on capital lease                              165,000       150,000       45,000
                                                                 -----------    ----------    ---------
     Net cash provided by
        investing activities                                         165,000       150,000       61,566
                                                                 -----------    ----------    ---------
Financing activities
     Distributions                                                  (599,445)     (549,699)    (899,086)

Net (decrease) increase in cash                                      (65,456)      (20,843)     108,913
Cash, beginning of period                                             96,184       117,027        8,114
                                                                 -----------    ----------    ---------
Cash, end of period                                              $    30,728    $   96,184    $ 117,027
                                                                 ===========    ==========    =========
</TABLE>


Supplemental schedule of noncash investing and financing activities:

JetFleet(TM)  entered into a capital  lease for its interest in a DC-9  aircraft
during 1994. In conjunction  with the lease,  a liability for unearned  interest
income was recorded at the beginning of the lease as follows:
<TABLE>
<CAPTION>
<S>                                                                <C>

     Minimum lease payments receivable ........................... $540,000
     Cost of interest of aircraft leased ......................... (406,750)
                                                                   --------
     Unearned interest income .................................... $133,250
                                                                   ========
</TABLE>











See accompanying notes.


<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                          Notes to Financial Statements


1.       Summary of Significant Accounting Policies

         Basis of presentation

         JetFleet(TM)  Aircraft,  L.P.  ("JetFleet(TM)") is a California limited
partnership  formed on  February  16, 1989 for the  purpose of  acquiring,  on a
world-wide  cash basis, a portfolio of commercial  aircraft which are already in
service  pursuant  to triple  net  leases.  The  corporate  general  partner  of
JetFleet(TM) is CMA Capital Group ("Group"),  a California corporation formed in
February 1989. The individual  general partners,  Neal D. Crispin and Richard D.
Koehler,  are the founding principals of Group. Group is exclusively entitled to
manage  and  control  JetFleet's(TM)  business.  Capital  Management  Associates
("CMA"),  an affiliated  California  corporation owned by Mr. Crispin,  provides
certain  accounting  and  investor-related   services  for  Group.  JetFleet(TM)
Management Corp. ("JMC") an affiliated California  corporation formed in January
1994,  and owned by the individual  general  partners and an officer of CMA, has
been authorized to perform  remarketing  duties on behalf of  JetFleet(TM).  CKS
Securities,  Incorporated, an affiliated California corporation owned by Messrs.
Crispin  and  Koehler,  provides  certain  administrative  and  investor-related
services for Group.  JetFleet(TM)  owns  interests in certain  aircraft in which
JetFleet(TM)  Aircaft II, L.P.  ("JetFleet  II(TM)"),  an affiliated  California
limited  partnership,  also owns  interests.  JetFleet(TM)  has had  significant
transactions  with  these  affiliates  as well  as  Range  Systems  Engineering,
Aviation Enterprises 1988, Inc. ("AEI"), Eclipse Airlines, Inc. ("Eclipse"),  an
affiliate of AEI, The AGES Group, L.P., a Limited Partnership ("AGES"), National
Airline  Commission of Papua New Guinea (trading as Air Niugini) ("Air Niugini")
and Air Tindi Limited ("Air Tindi").

         Aircraft under operating leases and aircraft held for operating leases

         The aircraft are recorded at cost.  Depreciation  is computed using the
straight  line  method  over  the  estimated  economic  lives  of the  aircraft.
Beginning in 1995,  the estimated  economic life for the purpose of  calculating
depreciation  of deHavilland  Dash-7  aircraft was lowered from 12 to 8 years to
reflect   technological  change.  This  change  had  the  effect  of  increasing
depreciation  by $506,592 and increasing the net loss by $506,592,  or $1.71 per
Limited Partnership Unit outstanding in 1995.

         Investment in capital lease

         JetFleet's(TM)  investment in the McDonnell Douglas DC-9-32 is recorded
as an investment in a capital lease.  The gross  investment is recorded as lease
payments  receivable  while the difference  between the gross investment and the
acquisition  cost of the DC-9-32 is recorded  as unearned  interest  income (see
Note 4).

         Organization and offering costs

         Pursuant to the terms of the Partnership  Agreement,  a non-accountable
organizational  and  offering  expense  allowance,  in an amount  equal to 3% of
limited partner capital  contributions,  was paid to Group for  reimbursement of
certain  organizational  and offering  expenses  incurred in connection with the
formation and offering of units in JetFleet(TM).  A portion of the allowance was
capitalized as organization costs and is being amortized using the straight-line
method over 60 months.


<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                          Notes to Financial Statements


1.       Summary of Significant Accounting Policies (continued)

         Organization and offering costs (continued)

         The remaining amount, along with sales commissions, investment banking
         fees, and due diligence reimbursements, has been reflected as a direct
         reduction of partners' capital contributions.

         Income taxes

         Income taxes are the liability of the individual partners; accordingly,
         the financial  statements  do not include any  provision  for income
         taxes.  At December 31, 1996, assets and liabilities on a tax basis
         were approximately $1.5 million lower than on a book basis due to
         accelerated depreciation methods used for tax purposes.

         Cash balances

         As of December 31,  1996,  JetFleet(TM)  maintained  cash  balances of
         $20,756 in a large open-end money fund, which is not federally insured.

         Use of estimates

         The  preparation of financial  statements in conformity  with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect certain reported amounts and disclosures.
         Accordingly, actual results could differ from those estimates.

2.       Allocation of Income, Losses and Distributions

         Pursuant to the  Partnership  Agreement,  all revenues and expenses and
         income and losses are generally allocated 99% to the limited partners
         and 1% to the general partners. Cash distributions from JetFleet's(TM)
         operations are made 99% to the limited partners and 1% to the general
         partners.



<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                          Notes to Financial Statements


3.       Aircraft Under Operating Leases and Aircraft Held for Operating Leases

         Boeing 727-231 aircraft

         In 1989 and 1990,  JetFleet(TM) acquired a 100% interest in a Boeing
727-231 aircraft ("Boeing 727") for $6,090,000.  Acquisition and legal fees were
capitalized to bring the total investment in the Boeing 727 to $6,185,408. In
1991, JetFleet(TM) recorded a provision for impairment in value of the Boeing
727 of $3,740,434 to reduce the recorded value at December 31, 1991 to
$1,500,000.

         At the time the Boeing 727 was purchased, it was under an initial lease
(the "Initial  Lease") to Trans World  Airlines,  Inc. ("TWA") through January
1994.  In two  amendments  to the  Initial  Lease in March 1991 and March  1992,
JetFleet(TM)  agreed to lower monthly rental amounts while maintaining the lease
expiration date at January 31, 1994.

         A third  amendment  provided  for rent equal to based on hourly  usage,
paid monthly, and extended the lease expiration date to April 11, 1994. TWA paid
a total of $134,820 over the term of the third amendment.

         On April 18, 1994, JetFleet(TM) sold the Boeing 727 for $445,000 to
Amtec Jet, Inc., incurring a loss of $219,885.

         deHavilland aircraft

         In 1991,  JetFleet(TM)  purchased  undivided interests in a deHavilland
DHC-7-102  aircraft,  serial  number 57 ("S/N  57"),  for  $4,989,693  including
acquisition costs of $74,613. As a result of these purchases,  JetFleet(TM) held
a 99.9% undivided  interest in S/N 57, and the seller retained the remaining .1%
undivided interest at December 31, 1991. During 1992, an affiliate of the seller
purchased an additional  undivided interest of 4.0% in S/N 57 for $196,800,  the
same  price  for  which it was  originally  sold to  JetFleet(TM).  JetFleet(TM)
recognized a gain of $15,488 in connection with this  transaction.  On April 30,
1992,  JetFleet  II(TM)  purchased  that 4.0%  undivided  interest in S/N 57 for
$196,800, the same price for which it was originally sold to JetFleet(TM).



<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                          Notes to Financial Statements


3.       Aircraft Under Operating Leases and Aircraft Held for Operating Leases
         (continued)

         deHavilland aircraft (continued)

         S/N 57 was subject to a triple net lease with Johnson Controls World
Services,  Inc. ("JCWS") under an eight year contract,  which commenced in 1986,
with the United  States Army for use in the Marshall  Islands at the site of the
Army's deep space  research  center where missile  guidance  systems are tested.
During 1994 the lease was extended, at reduced rent, through September 30, 1995.
A new contract with the United States Army commenced on February 15, 1995 for a
term of two years with three two-year renewal options.  The contract was awarded
to  Range  Systems  Engineering, a subsidiary  of  Raytheon  Service  Company
("Raytheon"). During 1995 the lease was extended through September 30, 1996.
During 1996 the lease was extended, at reduced rent, through September 30, 1998.

         JetFleet(TM)  purchased a 24.37% undivided interest in a  deHavilland
DHC-7-103,  serial  number 72 ("S/N 72"), on November 15, 1991 for  $1,558,320
including  acquisition  costs of $28,820.  JetFleet(TM) purchased its undivided
interest from CMA at CMA's cost. CMA purchased a 100% undivided interest in S/N
72 on November 15, 1991, at a cost of  $6,277,006, for the purpose of reselling
undivided  interests  to  JetFleet(TM) and JetFleet  II(TM).  JetFleet  II(TM)
purchased  CMA's  undivided  interests, as funds were raised in the offering of
limited  partnership units in JetFleet II(TM).  JetFleet II(TM) and AEI own the
remaining 75.53% and 0.10% undivided interests, respectively, at December 31,
1996.

         At the time the undivided interest in S/N 72 was  purchased, S/N 72
was subject to the same United States Army contract as S/N 57.

         Under the terms of the sales agreements  for S/N's 57 and 72, AEI, the
seller of both aircraft, receives 4% of monthly lease revenues during the first
eight years of the lease in return for providing remarketing  and certain other
services in connection with the lease, release and resale of the aircraft.

         Upon the return of S/N 72 by JCWS, discussed below, a collision-
avoidance radar system ("TCAS") was installed on the aircraft in order  to
comply with FAA  regulations regarding  commercial  airline  operations.  In
connection with the TCAS installation, JetFleet(TM) paid and capitalized $35,211
which represents its pro rata share of the  cost.  This amount is being
depreciated over the remaining useful life of S/N 72.

         In April 1993, JetFleet(TM) was notified that JCWS would not renew the
lease of one of  the  aircraft.  As a result of subsequent negotiations,
JetFleet(TM), JetFleet II(TM) and AEI (collectively, the "Co-Owners") agreed to
terminate  the initial lease on S/N 72 as of June 25, 1993, after the airplane
had been fully  inspected to confirm that it had been returned in the condition
required under the lease.


<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                          Notes to Financial Statements


3.       Aircraft Under Operating Leases and Aircraft Held for Operating Leases
         (continued)

         deHavilland aircraft (continued)

         AEI was obligated for up to six months of rental payments for the early
termination  of S/N 72, net of rent  payments  received  on S/N 72 and economic
adjustments  received  during  the  period.  JCWS  agreed  to  pay  an economic
adjustment  totaling $242,893 to the Co-Owners of S/N 72. This payment was based
upon the difference between the condition of certain aircraft  components at the
time of S/N 72's  delivery to JCWS and the time of its return to the  Co-Owners.
JetFleet(TM) received $12,376 from JCWS' payment of the economic adjustment, as
well as $9,243 of additional  rent from AEI.  JCWS paid the economic  adjustment
during February 1994; AEI's obligation was fulfilled in January 1994.

         On August 13, 1993,  S/N 72 was re-leased  to Eclipse.  The lease (the
"Eclipse Lease") was a triple net lease with a term of one year, except that it
could be canceled by any party on 30 days' notice.  The rental amount, paid
monthly, was equal to $400 per hour of usage during the month.

         On October 19,  1993, due to an event of default by Eclipse under the
Eclipse Lease, the Co-Owners  terminated the Eclipse Lease and  repossessed the
aircraft.  Since Eclipse had no immediate  need for S/N 72,  Eclipse  and the
Co-Owners agreed that the Co-Owners  would enter into a short-term  lease with
another party, at the expiration of which the Eclipse lease would be reinstated.
At the same  time,  Eclipse  paid all overdue rent and  reserve charges.  The
Co-Owners and Eclipse  mutually agreed in June 1994 not to reinstate the Eclipse
Lease.

         On December 22, 1993 the  Co-Owners  entered  into a lease (the "AGES
Lease") with AGES for a term not to exceed ninety days at a monthly rental rate
of $38,800.  AGES had subleased S/N 72 to Alas Chiricanas S.A., a corporation
conducting  business  in the Republic of Panama.  The lease was subsequently
extended until September 1, 1994.  JetFleet(TM) collected a total of $78,351 in
rents from AGES during the term of the lease.


<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                          Notes to Financial Statements

3.       Aircraft Under Operating Leases and Aircraft Held for Operating Leases
         (continued)

         deHavilland aircraft (continued)

         S/N 72 was re-leased on March 22, 1995 to Air Niugini for a term of six
months. The lease was subsequently extended until October 31, 1995. JetFleet(TM)
collected a total of $53,060 in monthly lease payments from Air Niugini  during
the term of the lease. In addition, Air Niugini paid JetFleet(TM) its pro-rata
share of maintenance costs of $31,710. Upon its return by Air Niugini and at the
direction of JetFleet(TM)  management, S/N 72 again underwent certain scheduled
maintenance and other repair work.

         On  April  25,  1996,  S/N 72 was leased  to Air  Tindi  for a term of
thirty-six months.  Air Tindi has provided a letter of credit which serves as a
security deposit under the lease. In addition, Air Tindi pays  JetFleet(TM) its
pro-rata  share of  maintenance  costs per hour of usage, which amount is to be
applied for scheduled overhauls and inspections. Air Tindi is a regional airline
headquartered in Yellowknife, Northwest Territories, Canada and provides charter
and regularly  scheduled flights throughout the Northwest  Territories.  During
1996, JetFleet(TM) collected a total of $104,182 of rent from Air Tindi.

         Future minimum rents

         The  following is a schedule of future  minimum  rental  income by year
under the existing leases:
<TABLE>
<CAPTION>

                                    Year                                  Amount
<S>                                 <C>                         <C>

                                    1997                        $  581,967
                                    1998                           471,203
                                    1999                            34,727
                                                                ----------

                                    Total                       $1,087,897
                                                                ==========
</TABLE>

         Detail of investment

         The  following   schedule   provides  an  analysis  of   JetFleet's(TM)
investment in aircraft under operating leases and aircraft held for operating
leases as of December 31,  1995,  additions  during 1996 and as of December 31,
1996:

<TABLE>
<CAPTION>

                               December 31,                     December 31,
                                  1995          Additions          1996
                                  ----          ---------          ----
<S>                             <C>            <C>              <C>

S/N 57                          $ 4,790,106    $         -      $ 4,790,106
S/N 72                            1,593,531              -        1,593,531
                                -----------    -----------      -----------
                                  6,383,637              -        6,383,637
Less accumulated
  depreciation                   (3,014,002)    (1,041,290)      (4,055,292)
                                -----------    -----------      -----------
                                $ 3,369,635    $(1,041,290)     $ 2,328,345
                                ===========    ===========      ===========
</TABLE>






<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                          Notes to Financial Statements

3.       Aircraft Under Operating Leases and Aircraft Held for Operating Leases
         (continued)

         Detail of investment

         The  following schedule provides an analysis of JetFleet's(TM)
investment in aircraft under operating leases and aircraft held for operating
leases and the related accumulated depreciation for the years ended December 31,
1994, 1995 and 1996:

<TABLE>
<CAPTION>

                                                                 Accumulated
                                          Cost                  Depreciation                    Net
<S>                                   <C>                   <C>                     <C>

Balance,
  December 31, 1993                   $ 8,828,611           $(3,117,395)            $ 5,711,216

Additions                                 406,750              (657,088)               (250,338)
Sales                                  (2,851,724)            1,801,773              (1,049,951)
                                      -----------           -----------             -----------
Balance,
  December 31, 1994                     6,383,637            (1,972,710)              4,410,927

Additions                                       -            (1,041,292)             (1,041,292)
                                      -----------           -----------             -----------
Balance,
  December 31, 1995                     6,383,637            (3,014,002)              3,369,635

Additions                                       -            (1,041,290)             (1,041,290)
                                      -----------           -----------             -----------
Balance,
December 31, 1996                     $ 6,383,637           $(4,055,292)            $ 2,328,345
                                      ===========           ===========             ===========
</TABLE>




4.       Investment in Capital Lease

         McDonnell Douglas DC-9-32

         On  December 16, 1994, JetFleet(TM)  purchased  a  50.00%  undivided
interest in a McDonnell Douglas DC-9-32, serial number 47236 (the "DC-9"), for
$400,000.  JetFleet II(TM)  purchased the remaining  50.00% interest at the same
time. The DC-9 was leased back to the seller, Interglobal, Inc. for thirty-six
months at a monthly  rate of  $30,000,  of which  JetFleet(TM) is  entitled  to
$15,000  (the  "DC-9  lease").  The DC-9 is  currently  sub-leased  to and being
operated  by Aero  California  S.A.  de CV.  As part of the sale  and  leaseback
described  above,  Interglobal,  Inc. assigned its rights under the sublease to
Aero  California  S.A.  de CV.  As discussed in Note 1  above,  JetFleet's(TM)
investment in the DC-9 is being accounted for as a capital lease. The investment
is  essentially a financing in which  JetFleet(TM) will recover its investment
over the term of the  lease.  Interglobal,  Inc.  has a  purchase option for a
nominal  amount which may be exercised upon expiration of the DC-9 lease.  In
1996, JetFleet(TM) recorded $45,417 of interest income attributable to the DC-9
lease.


<PAGE>


                           JetFleet(TM) Aircraft, L.P.
                          Notes to Financial Statements

4.       Investment in Capital Lease

         Future minimum lease payments

         The following is a schedule of maturities of lease payments receivable
and recognition of unearned interest income:

<TABLE>
<CAPTION>

                                         Collection            Interest
                                            on                  Income
                        Year             Receivable           Recognition
<S>                     <C>               <C>                   <C>

                        1997              180,000               14,674
</TABLE>


5.       Related Party Transactions

         Group is entitled to receive base management, incentive management and
re-lease fees in any year in which the annualize rate of distributions is equal
to or greater than the Preferred Return.  There was no accrual or payment of the
base management, incentive  management or re-lease fees for 1994, 1995 and 1996
since  the annualized  rate of  distributions  in those  years did not meet the
Preferred Return.

         Group is also  entitled  to  receive a subordinated  resale  fee with
respect to each Aircraft sold by JetFleet(TM).  Group and BankAmerica agreed to
forego the re-lease and resale fees on the Boeing 727 aircraft for any re-leases
or sales of that  aircraft subsequent  to its return by TWA.  Re-lease fees and
resale fees, however, were paid to a third party.

         JetFleet(TM) pays for all direct, indirect, administrative and overhead
expenses incurred on its behalf by Group and its affiliates.  In 1996, 1995 and
1994,  $93,794,   $63,826  and  $53,807,  respectively,  was  reimbursable  by
JetFleet(TM)  to Group or its affiliates in connection with the administration
and management of JetFleet(TM).

         All of the above  fees  payable by  JetFleet(TM) to Group were paid to
Group which in turn  reimbursed CMA or its  affiliates, which have incurred all
costs in  connection  with the  organization  and offering of units in, and the
administration and management of, JetFleet(TM).




ITEM 9:       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              DISCLOSURE

                  JetFleet(TM)  had  no  changes  in  or   disagreements  with
accountants during the years ended December 31, 1995 and 1996.



<PAGE>


                                    PART III

ITEM 10:      DIRECTORS AND EXECUTIVE OFFICERS

General

                  JetFleet(TM) is a limited  partnership and has no directors or
executive officers. The Corporate General Partner of JetFleet(TM) is CMA Capital
Group,  a  California corporation  formed in February  1989 and a  wholly-owned
subsidiary of CMA Capital Corporation  (which was formed in January 1989).  The
Individual  General  Partners,  Neal D. Crispin and Richard D. Koehler, are the
founding  principals of the Corporate General Partner.  The General Partners are
responsible  for the management  and operation of the business of  JetFleet(TM).
The Corporate  General  Partner is designated  by the Partnership  Agreement as
JetFleet's(TM)  Managing  General  Partner and, as such, is responsible for most
management decisions. The Corporate General Partner generally has responsibility
for supervising JetFleet's(TM) day-to-day operations, including compliance with
legal and  regulatory  requirements,  and is  responsible for cash  management,
distributions  to Unitholders and  communications  between JetFleet(TM) and the
Unitholders. The Partnership Agreement authorizes the Corporate General Partner,
in its sole  discretion,  to acquire,  hold title to, sell, lease, re-lease or
otherwise  dispose  of the  Aircraft  or any  interest  therein, on  behalf  of
JetFleet(TM)  when  and  upon  such  terms  as  the  Corporate General  Partner
determines  to be in the best  interests  of  JetFleet(TM), subject  to certain
limitations  set forth in the  Prospectus.  As mentioned above,  the  Corporate
General  Partner has authorized JMC to perform remarketing  duties on behalf of
JetFleet(TM) (see "Business" above).


Directors and Officers

                  The  directors, executive officers and key employees of the
Corporate  General  Partner, each of whom serves until his successor is elected
and qualified, are as follows:


     Name                                Position Held

Neal D. Crispin                 President, Chief Executive Officer,
                                 Chief Financial Officer and
                                 Chairman of the Board of Directors of
                                 the Corporate General Partner

Richard D. Koehler              Executive Vice President and Director
                                 of the Corporate General Partner

Richard D. Fitzsimmons          Aircraft Portfolio Manager of the
                                 Corporate General Partner


                  Neal D. Crispin, age 51, is the Chief Executive Officer, Chief
Financial  Officer  and  Chairman  of the Board of  Directors  of the  Corporate
General and President and Director of JMC. From 1983 to the present, he has also
served as the Chief Executive  Officer and Chairman of the Board of Directors of
Capital  Management  Associates, a corporation  involved in the development and
management of investor-funded equipment leasing programs. Before forming Capital
Management  Associates in 1983, from 1981 to 1983 Mr. Crispin was Vice President
- Finance of Highlands Energy Corporation, an oil and gas company, and prior to
1981 was a Manager with Arthur Young & Company, certified public accountants. He
received a Bachelors  degree in Economics  from the  University  of  California,
Santa  Barbara  and  a  Masters  degree  in  Business  Administration  from  the
University  of  California,  Berkeley.  Mr. Crispin is a member of the American
Institute  of  Certified  Public  Accountants and  the  California  Society  of
Certified Public Accountants.

                  Richard D. Koehler,  age 52, is the Executive  Vice  President
and a Director of the Corporate General Partner and the President of CMA Capital
Corporation.  From  1983 to the  present,  Mr. Koehler  has also  served as the
Executive Vice President and a Director of Capital Management Associates.  From
1985 to the present,  Mr. Koehler has served as the  President and a registered
principal  of  CKS  Securities,  Incorporated  (formerly  Northwestern  Capital
Management, Incorporated), a broker-dealer involved in the syndication of direct
participation  programs  and the  managing  broker-dealer  with  respect  to the
JetFleet(TM)  offering.  Prior to 1983,  Mr. Koehler was Director of the Kansas
City regional  office of the National  Association of Securities  Dealers, Inc.
("NASD").  Previously,  Mr. Koehler was Assistant  Director of the San Francisco
regional office of the NASD and served as national coordinator of all anti-fraud
actions brought by the NASD. Mr. Koehler received a Bachelors degree from Thiel
College in Greenville, Pennsylvania.

                  Richard D. Fitzsimmons, age 72, is Aircraft Portfolio Manager
of the Corporate  General Partner and a member of the JMC Advisory Board. He has
over 38 years of  experience  in the  aircraft  industry.  From  1972  until his
retirement in 1983, Mr. Fitzsimmons  served  McDonnell  Douglas  Corporation in
various capacities of increasing responsibility, including Director of Advanced
Engineering - Commercial Programs and Director of Advanced Program  Engineering.
From 1970 to 1972, Mr. Fitzsimmons served as Assistant for Aeronautics, National
Aeronautics and Space Council,  in the Executive Office of the President of the
United States, with principal responsibility for the content and preparation of
a comprehensive  report to the President on the aerospace manufacturing and air
transport  industries.  Prior to  1980,  Mr. Fitzsimmons  spent 24 years at The
Boeing  Company in various positions  of  increasing  responsibility  including
Director - Product  Research.  Mr. Fitzsimmons  has served as an advisor to the
Federal Aeronautics Administration.  He received a Bachelor of Science degree in
Aeronautical Engineering from the University of Washington in 1946.

The Individual General Partners

                  Messrs., Crispin  and  Koehler  are  the  Individual  General
Partners of JetFleet(TM). Together with the Corporate General Partner, they have
responsibility  for the overall  management  and  operation of the  business of
JetFleet(TM).  Either  Individual  General Partner may resign from  JetFleet(TM)
under the conditions set forth in the Partnership Agreement and may be removed
by a majority vote of the Unitholders.


<PAGE>


Compliance with Section 16(a) of the Securities Exchange Act of 1934

                  Section 16(a) of the Securities  Exchange Act of 1934 requires
JetFleet's(TM)  general   partners  and  persons  who  own  more  than  10%  of
JetFleet's(TM)  Units, to file  with the  Securities  and  Exchange Commission
("SEC")  initial  reports of  ownership  and reports of changes in ownership of
Units and other equity  securities  of  JetFleet(TM).  General Partners and 10%
Unitholders are required by SEC regulation to furnish  JetFleet(TM) with copies
of all Section 16(a) forms they file.

                  To  JetFleet's(TM)  knowledge, based  solely upon a review of
Forms 3 furnished to  JetFleet(TM)  pursuant to Rule 16a-3(e)  during 1996, no
person who, at any time during 1996, was a General  Partner or beneficial owner
of more than 10% of the Units failed to file on a timely basis,  as disclosed in
the above forms, reports required by Section 16(a) during 1996 or prior years.


ITEM 11:  EXECUTIVE COMPENSATION

                  JetFleet(TM)  is a limited partnership  and has no employees,
officers  or  directors.  The  following is a summary of the compensation  and
reimbursements paid to the General Partners and their affiliates by JetFleet(TM)
for the years ended December 31, 1994, 1995 and 1996.


Compensation

                  The Corporate  General  Partner is entitled to receive a base
management  fee, a re-lease fee, an incentive  management  fee and a resale fee.
All such fees are subordinated  in any given  year to the  minimum  payment  of
distributions  to the  limited  partners  in an  amount  equal  to 8% of  their
outstanding capital. In accordance with the Partnership  Agreement,  portions of
the re-lease  fee, the incentive  management  fee and the resale fee paid to the
Corporate General Partner are re-allowed to BankAmerica.  JetFleet's(TM) average
distribution rate during 1996 was 4%.  Therefore,  no fees were  payable to the
Corporate General Partner.

                  The Corporate General Partner's base management fee is equal
to 1.5% of  gross  rentals received  by  JetFleet(TM)  from the  rental of its
aircraft (which  gross  rentals  will be net of any re-lease fee payable to the
Corporate General Partner).  No base management fees were payable in 1994, 1995
or 1996.

                  In the event that,  after the  expiration of any initial lease
on  JetFleet's(TM)  aircraft, the lease is renewed or the aircraft is released,
the Corporate General Partner  will be  entitled  to  receive a  subordinated
re-lease fee in the amount of 3.5% of gross rentals from such renewal or release
(which  re-lease  fee will be reduced to the extent any release fees are paid to
independent third parties rendering  services in connection with such re-lease).
Approximately 43% of any release fee paid to the Corporate General Partner will,
in turn, be paid to BankAmerica.  No re-lease fees were payable in 1994, 1995 or
1996.

                  The Corporate General Partner is also entitled to receive a
subordinated incentive management fee in an amount equal to 2.5% of certain cash
flow and sales proceeds during the first four years after November 17, 1989, the
initial closing date (40% of the fee is payable to BankAmerica). Thereafter, the
fee is  equal to 3% of cash flow and  sales  proceeds (33-1/3% of this 3% is
payable to BankAmerica). No incentive management fees were payable in 1994, 1995
or 1996.

                  As  mentioned  above,  the  Corporate  General  Partner  has
authorized JMC to perform remarketing duties on behalf of JetFleet(TM).  JMC and
other third parties who perform such services receive payment for those services
regardless  of  whether  or not the base  management, incentive  management or
re-lease fees are paid.  If base  management, incentive  management or re-lease
fees are payable  within a given year, such fees would be reduced to the extent
that any  payments  are  made to JMC or other  third  parties performing  such
remarketing duties.

                  In the event of a sale of any of JetFleet's(TM) aircraft, the
Corporate General Partner is be entitled to receive a subordinated  resale fee
(66-2/3%  of which  would be  payable to  BankAmerica)  equal to 3% of the sales
price.  This resale  fee is  reduced  to the  extent  any resale fee is paid to
independent  third parties  rendering  services in connection  with such resale.
BankAmerica  agreed to forego the  re-lease fee and resale fee on the Boeing 727
aircraft for any re-leases or sales of that  aircraft  arranged by other parties
subsequent to its return by TWA. JetFleet(TM) paid a total of $22,970 in fees to
TechEquiplease, a third party re-lease and re-sale agent retained by Group, in
connection with the third lease amendment and the sale of the Boeing 727 during
1994.

                  The  Corporate  General  Partner is entitled to receive 1% of
JetFleet's(TM)  distributions to its partners, and is allocated, in general, 1%
of  JetFleet's(TM)  income and  losses for  federal  income  tax  purposes.  The
Corporate General  Partner's share of the  distributions made during 1994, 1995
and 1996 was $8,972, $5,497 and $5,994, respectively.


Reimbursement

                  Each  General  Partner or  affiliate of a General  Partner is
entitled to receive  reimbursement  from  JetFleet(TM) for certain  general and
administrative  expenses  which  the  General  Partner or affiliate  incurs on
JetFleet's(TM)  behalf.  No  reimbursement is allowed for any rent or utilities
expenses  that  might be  incurred  by a General Partner or  affiliate or for
salaries, fringe  benefits,  general travel expenses or similar expenses of any
officer, director or holder of 5% or more of the shares of capital stock of the
Corporate General Partner. In 1994, 1995 and 1996, $53,807, $63,826 and $93,794,
respectively, was reimbursable by JetFleet(TM) to the Corporate General Partner
or its affiliates.


ITEM 12:      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  No person is known to JetFleet(TM) to be the beneficial owner
of more than 5% of the Units. Neal D.Crispin, an Individual General Partner and
President of the Corporate General Partner, and an officer of Capital Management
Associates  jointly own 200 Units. No other officer or director of the Corporate
General Partner  beneficially owns any Units except that Richard D. Fitzsimmons,
Aircraft Portfolio Manager of the Corporate General Partner, owns 2,400 Units.

                  Together  the  Individual  General  Partners own 100% of the
issued and outstanding  capital stock of CMA Capital Corporation which, in turn,
owns 100% of the issued and outstanding capital stock of the Corporate  General
Partner.




<PAGE>


ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


                  Crispin Koehler Securities,  the managing broker-dealer of the
offering of Units, is a wholly-owned subsidiary of Crispin Koehler Holding Corp.
Crispin Koehler Securities was formerly named CKS Securities, Incorporated, but
changed its name in connection with its sale by CMA Capital Corporation during
1996.  Crispin  Koehler  Holding Corp., in turn, is owned 100% by the Individual
General Partners.  Crispin Koehler Securities has acted as the dealer-manager
with respect to the vast majority of the prior programs sponsored by affiliates
of the General Partners.

                  The common stock of JetFleet(TM) Management Corp., an aircraft
management, marketing and financing company authorized to perform remarketing
duties  on behalf  of  JetFleet(TM), is owned  100% by the  Individual  General
Partners and an officer of CMA.

                  Over the term of the offering of Units, compensation was paid
to the Corporate General Partner for  non-accountable organization and offering
costs and to Crispin Koehler  Securities, Incorporated  for sales  commissions,
investment  banking and due diligence fees in accordance with the Prospectus
dated June 9, 1989.

                  As  described  in  Items 1 and 2,  JetFleet(TM) and  JetFleet
II(TM) own  undivided  interests in the same  aircraft (S/N 57, S/N 72 and the
DC-9).  During the first half of 1992,  JetFleet(TM) sold  undivided  interests
totaling  4.00% to an affiliate of the seller for the same price for which they
were originally sold to JetFleet(TM).  JetFleet II(TM) subsequently  purchased a
4.00% undivided interest in S/N 57 from the affiliate of the seller for an equal
price.

                  Both JetFleet(TM) and JetFleet II(TM) purchased  their
undivided  interests in S/N 72 from CMA (an affiliate) at CMA's cost.  CMA had
purchased the interests for the purpose of resale to JetFleet(TM) and JetFleet
II(TM).

                  In connection with JetFleet's(TM) purchases of S/N 57 and S/N
72, JetFleet(TM) reimbursed CMA $887 and $5,877, respectively, in 1991 for costs
incurred in connection with the acquisition  of S/N 57 and S/N 72. See notes 2
and 3 to the notes to JetFleet's(TM) accompanying financial statements.


<PAGE>


                                     PART IV

ITEM 14:  EXHIBITS AND FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

         (a)      Financial Statements and Schedules

                  (1)    Financial Statements for JetFleet(TM) Aircraft, L.P.:

                         Report of Independent Auditors - Vocker Kristofferson
                         and Co.
                         Balance Sheets as of December 31, 1996 and 1995
                         Statements of Operations for the years ended
                          December 31, 1996, 1995 and 1994
                         Statements of Partners' Capital for the years ended
                          December 31, 1996, 1995 and 1994
                         Statements of Cash Flows for the years ended
                          December 31, 1996, 1995 and 1994
                         Notes to Financial Statements

                  (2)     Schedules:

                          All  schedules  have been omitted  since the required
                          information is presented in the financial statements
                          or is not applicable.

         (b)      Reports on Form 8-K for the Fourth Quarter of 1996

                  None

         (c)      Exhibits

                  Number                        Exhibit

                  10.41        Amendment to Aircraft Lease Agreement between
                               Raytheon and Registrant dated February 4, 1997





<PAGE>


                                   SIGNATURES

                Pursuant  to the  requirements  of  Section 13 or 15(d) of the
Securities Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on March 28, 1997.


                           JETFLEET(TM) AIRCRAFT, L.P.

                                 By:     CMA Capital Group,
                                         Managing General Partner


                                        By:/s/ Neal D. Crispin
                                           Neal D. Crispin
                                           Title:  Chief Executive Officer


                Pursuant to the requirements of the  Securities Act of 1934,
this report has been signed below by the following persons in the capacities
indicated on March 28, 1997.

        Signature                                     Title




    /s/ Neal D. Crispin               Chief Financial Officer, Chief Executive
    Neal D. Crispin                   Officer and Chairman of the Board of
                                      Directors of the Managing General Partner



    /s/ Richard D. Koehler            Executive Vice President and Director of
    Richard D. Koehler                the Managing General Partner