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                       OFFICERS' CERTIFICATE - EXHIBIT 4.1


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

                                                          Dated: October 3, 2001

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

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

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

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

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

                16. If specified by a Designated Person, Medium-Term Notes may
                be issued as Amortizing Notes, Original Issue Discount Notes or
                Indexed Notes, each as described in the Prospectus Supplement
                dated October 3, 2001 to the Prospectus dated May 10, 2001
                relating to the Medium-Term Notes, including any subsequent
                amendments or supplements thereto.

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

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

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

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



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

                F. The undersigned Assistant Secretary, by execution of this
Certificate, thereby certifies the actions taken by the Special Committee of the
Board of Directors of the Company in determining and setting the specific terms
of the Medium-Term Notes, and hereby further certifies that attached hereto as
Exhibits A, B, and C respectively, are the forms of certificates representing
the Global Fixed Rate Notes and Global Floating Rate Notes as duly approved by
the Special Committee of the Board of Directors of the Company, a copy of
resolutions duly adopted by the Board of Directors of the Company as of May 4,
2001 and a copy of resolutions duly adopted by the Special Committee of the
Board of Directors as of May 14, 2001, June 15, 2001 and October 3, 2001,
pursuant to which the terms of the Medium-Term Notes set forth above have been
established.


                G. This certificate supersedes in its entirety the Officer's
Certificate, dated June 15, 2001, with respect to the Notes previously delivered
to you.

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



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



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



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