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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: May 14, 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 $1,000,000,000.

               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




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               time to time in accordance with one of the interest rate formulas
               more fully 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




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               such written revocation or change which is received by the
               Trustee after a Regular 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 May 14, 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




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an informed opinion as to whether or not all conditions precedent provided in
the Indenture 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, pursuant to which the terms of the
Medium-Term Notes set forth above have been established.


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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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