SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549


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


                               FORM 10-Q

      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

   For the quarterly period 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 33-99970-01

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

    Airplanes Limited                            Airplanes U.S. Trust
          Exact Name of Registrants as specified in memorandum of
                        association or trust agreement

  Jersey, Channel Islands                               Delaware
      (State or other jurisdiction of incorporation or organization)

           7359                                        13-3521640
         SIC Code                         (I.R.S. Employer Identification No.)

    Airplanes Limited                            Airplanes U.S. Trust
   22 Grenville Street                         1100 North Market Street,
        St. Helier                                Rodney Square North
     Jersey, JE4 8PX                             Wilmington, Delaware
     Channel Islands                                   19890-0001
  (011 44 1534 609 000)                              (302-651-1000)
   (Addresses and telephone numbers, including area codes, of Registrants'
                         principal executive offices)

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
such filing requirements for the past 90 days.

              Yes  [X]                      No    [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


                                                            Outstanding at
   Issuer                          Class                    December 31, 1996
   ------                          -----                    -----------------

Airplanes Limited        Common Stock, $1.00 par value             30




                  Airplanes Limited and Airplanes U.S. Trust

         Form 10-Q for the Three Month Period Ended December 31, 1996

                                     Index


Part I. FINANCIAL INFORMATION                                         Page No.
                                                                      -------
Item 1. Financial Statements (Unaudited)                                 3

bullet  Unaudited Condensed Balance Sheets - December 31, 1996
        and March 31, 1996
bullet  Unaudited Condensed Statements of Operations - Three
        Months Ended December 31, 1996 and December 31, 1995
bullet  Unaudited Condensed Statements of Operations - Nine Months
        Ended December 31, 1996 and December 31, 1995
bullet  Unaudited Condensed Statements of Changes in Shareholders
        Deficit/Net Liabilities - Nine Months Ended December 31,
        1996 and December 31, 1995
bullet  Unaudited Condensed Statements of Cash Flows - Nine Months
        Ended December 31, 1996 and December 31, 1995
bullet  Notes to the Unaudited Condensed Financial Statements


Item 2. Management's Discussion and Analysis of Financial               12
        Condition and Results of Operations


Part II. Other Information


Item 1.  Legal Proceedings                                              26


Item 6.  Exhibits and Reports on Form 8 - K                             26


Signatures


Index to Exhibits


Part I. Financial Information


Item 1. Financial Statements (Unaudited)


<TABLE>
<CAPTION>
                                                                 AIRPLANES GROUP

                                                         UNAUDITED CONDENSED BALANCE SHEETS


                                                   March 31,                                 December 31,
                                                     1996                                        1996
                                  ---------------------------------------    -----------------------------------------------
                                   Airplanes      Airplanes                   Airplanes       Airplanes
                                    Limited          Trust       Combined     Limited           Trust               Combined
                                  ----------      ----------     --------     ----------      ----------            ---------
                                                  ($millions)                                 ($millions)
<S>                              <C>             <C>            <C>           <C>            <C>                  <C>
ASSETS

Cash                                  214              6           220            234               6                 240
Accounts receivable
    Trade receivables                  40              2            42             37               1                  38
    Allowance for doubtful debt      (12)            (1)          (13)           (12)               0                (12)
Amounts due from GPA                   12              1            13              -               -                   0
Net investment in capital and
     sales type leases                113              -           113             99               -                  99
Aircraft, net                       3,471            381         3,852          3,294             407               3,701
Other Assets                            8              1             9              6               1                   7
                                   ------          -----       -------          -----           -----             -------
Total assets                        3,846            390         4,236          3,658             415               4,073
                                   ======          =====       =======          =====           =====             =======

LIABILITIES
                                        6
Accrued Expenses and other
     liabilities                      163             17           180            267              28                 295
Amounts due to GPA                     12              -            12              1               -                   1
Intercompany Account                    -              -             0           (36)              36                   -
Indebtedness                        4,221            413         4,634          4,058             401               4,459
Provision for maintenance             276             35           311            280              36                 316
Deferred income taxes                  67             48           115             68              47                 115
                                   ------          -----       -------          -----           -----             -------
Total liabilities                   4,739            513         5,252          4,638             548               5,186
                                   ------          -----       -------          -----           -----             -------
Net Liabilities                     (893)          (123)       (1,016)          (980)           (133)             (1,113)
                                   ------          -----       -------          -----           -----             -------
                                    3,846            390         4,236          3,658             415               4,073
                                   ======          =====       =======          =====           =====             =======


The accompanying notes are an integral part of the unaudited condensed financial statements
</TABLE>




<TABLE>
<CAPTION>

                                                        AIRPLANES GROUP

                                               UNAUDITED CONDENSED STATEMENTS OF
                                                           OPERATIONS


                                                            Three Months Ended December 31,
                                --------------------------------------------------------------------------------------------
                                                    1995                                            1996
                                ----------------------------------------      ----------------------------------------------
                                 Airplanes       Airplanes                    Airplanes          Airplanes
                                  Limited          Trust         Combined      Limited             Trust            Combined
                                ----------       ---------       --------     ---------          ---------          --------
                                                ($millions)                                     ($millions)
<S>                             <C>            <C> >            <C>           <C>               <C>                 <C>
Revenues
Aircraft leasing                    138              16           154            134                 16              150

Expenses
Depreciation and amortisation      (46)             (6)          (52)           (44)                (7)             (51)
Net Interest expense               (85)             (9)          (94)           (91)                (9)            (100)
Provision for maintenance          (20)             (4)          (24)           (19)                (3)             (22)
Bad and doubtful debts                1               -             1              -                (1)              (1)
Provision for loss leases and         6             (1)             5              2                  2                4
     downtime, net
Other lease costs                   (3)             (1)           (4)            (4)                (1)              (5)
Selling, general and
    administrative
     expenses                       (8)             (1)           (9)            (8)                (1)              (9)
                                 ------          ------        ------         ------             ------           ------
Operating (loss) before
provision for  income taxes        (17)             (6)          (23)           (30)                (4)             (34)
Income tax benefit                    2               3             5              -                  -                -
                                 ------          ------        ------         ------             ------           ------
Net (loss)                         (15)             (3)          (18)           (30)                (4)             (34)
                                 ======          ======        ======         ======             ======           ======

           The accompanying notes are an integral part of the unaudited condensed financial statements
</TABLE>

<TABLE>
<CAPTION>
                                                        AIRPLANES GROUP

                                               UNAUDITED CONDENSED STATEMENTS OF
                                                           OPERATIONS


                                                             Three Months Ended December 31,
                                --------------------------------------------------------------------------------------------
                                                    1995                                            1996
                                ----------------------------------------      ----------------------------------------------
                                 Airplanes       Airplanes                    Airplanes          Airplanes
                                  Limited          Trust         Combined      Limited             Trust            Combined
                                ----------       ---------       --------     ---------          ---------          --------
                                                ($millions)                                     ($millions)
<S>                             <C>            <C>             <C>           <C>               <C>                 <C>
Revenues
Aircraft leasing                     419               46            465           405               54                 459

Expenses
Depreciation and amortisation      (136)             (18)          (154)         (136)             (19)               (155)
Net Interest expense               (253)             (25)          (278)         (260)             (26)               (286)
Provision for maintenance           (57)             (11)           (68)          (57)             (15)                (72)
Bad and doubtful debts                 7                -              7             -                -                   -
Provision for loss leases and          7              (5)              2             9                5                  14
     downtime, net
Other lease costs                   (16)              (1)           (17)          (23)              (7)                (30)
Selling, general and
     administrative
     expenses                       (23)              (3)           (26)          (24)              (3)                (27)
                                  ------           ------         ------        ------           ------              ------
Operating (loss) before
provision for  income taxes         (52)             (17)           (69)          (86)             (11)                (97)
Income tax benefit                     5                7             12           (1)                1                   -
                                  ------           ------         ------        ------           ------              ------
Net (loss)                          (47)             (10)           (57)          (87)             (10)                (97)
                                  ======           ======         ======        ======           ======              ======


                     The accompanying notes are an integral part of the unaudited condensed financial statements

</TABLE>

<TABLE>

                                                         AIRPLANES GROUP

                             UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT/NET LIABILITIES

                                       Nine months Ended December 31 1995 and December 31 1996

<CAPTION>
                                                         Airplanes Limited                       Airplanes Trust        Combined
                                           ------------------------------------------------      ---------------      ------------
                                              Share            Net          Shareholders'              Net            Shareholders
                                             Capital       Liabilities        Deficit              Liabilities        Deficit/ Net
                                                                                                                      Liabilities
                                           ------------------------------------------------      ---------------      ------------
                                           ($millions)     ($millions)      ($millions)            ($millions)        ($millions)

<S>                                        <C>             <C>              <C>                   <C>                 <C>
Balance at March 31 1995                        0             772                772                    70                842

Net loss for the period                                        47                 47                    10                 57
Distributions to GPA , net                      0             153                153                    29                182
Deferred interest on indebtedness to GPA        0            (35)               (35)                   (3)               (38)
                                           ------          ------             ------                ------             ------
Balance at December 31, 1995                    0             937                937                   106              1,043
                                           ======          ======             ======                ======             ======

Balance at March 31 1996                        0             893                893                   123              1,016

Net loss for the period                                        87                 87                    10                 97
                                           ------          ------            -------                ------             ------
Balance at December 31, 1996                    0             980                980                   133              1,113
                                           ======          ======             ======                ======             ======


                                The accompanying notes are an integral part of the unaudited condensed
                                                        financial statements

</TABLE>
<TABLE>


                                                                                  AIRPLANES GROUP

                                                                    UNAUDITED CONDENSED STATEMENTS OF CASHFLOWS



<CAPTION>
                                                                          Nine Months Ended December 31,
                                                ---------------------------------------------------------------------------------
                                                                  1995                                      1996
                                                --------------------------------------      -------------------------------------
                                                Airplanes       Airplanes                   Airplanes     Airplanes
                                                 Limited          Trust       Combined       Limited        Trust        Combined
                                                ---------       ---------     --------      ---------     ---------      --------
                                                               ($millions)                               ($millions)
<S>                                             <C>             <C>           <C>           <C>           <C>             <C>
Cash flows from operating activities
Net loss                                            (47)          (10)           (57)          (87)          (10)          (97)
Adjustment to reconcile (net loss)
---------------------------------------------
to net cash provided by operating activities:
---------------------------------------------
Depreciation and Amortisation                       136            18            154           136            19           155
Aircraft maintenance, net                            18             3             21            14             7            21
Deferred income taxes                                (5)           (7)           (12)            1            (1)            -
Provision for loss making leases and downtime        (7)            5             (2)           (9)           (5)          (14)
Accrued and deferred interest expense                36             3             39            90             9            99

Changes in operating assets & liabilities:
Accounts receivable, net                             14             1             15            (9)           (6)          (15)
Intercompany account movements                        -             -              -             9            (7)            2
Other accruals and liabilities                       (8)            -             (8)           25             7            32
Other assets                                           -            -                           (1)            -            (1)
                                                 ------        ------         ------        ------        ------        ------
Net cash provided by operating activities           137            13            150           169            13           182
                                                 ======        ======         ======        ======        ======        ======

Cash flows from investing activities
Purchase of aircraft                                  -             -              -            44        (45)              (1)
Capital and sales type leases                        12             -             12            14                          14
Intercompany movements - Airplanes Group                                                       (44)        44
Other                                                (2)            -             (2)            -          -                -
Net cash provided by/(used in)                   ------        ------         ------        ------        ------        ------
investing activities                                 10             -             10            14            (1)           13
                                                 ======        ======         ======        ======        ======        ======

Cash flows from financing activities
Decrease in indebtedness                              -             -               -         (163)          (12)         (175)
Distributions to GPA                               (147)          (13)          (160)
Net cash used in                                 ------        ------         ------        ------        ------        ------
    financing activites                            (147)          (13)          (160)         (163)          (12)         (175)
                                                 ======        ======         ======        ======        ======        ======
Net increase in cash                                  -             -              -            20             -            20
Cash at beginning of period                         123            12            135           214             6           220
                                                 ------        ------         ------        ------        ------        ------
Cash at end or period                               123            12            135           234             6           240
                                                 ======        ======         ======        ======        ======        ======
Cash paid in respect of:
Interest                                            222            22            244           182            18           200
                                                 ======        ======         ======        ======        ======        ======


                        The accompanying notes are an integral part of the unaudited condensed financial statements

</TABLE>


                              AIRPLANES GROUP

           NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Securitization Transaction

               On March 28, 1996 ("the Closing Date"), GPA Group plc and its
subsidiary undertakings ("GPA") re-financed on a long term basis certain
indebtedness due to commercial banks and other senior secured debt, most of
which was due to mature in September 1997.  The re-financing was effected
through a major aircraft securitization transaction ("the Transaction").

               Under the terms of the Transaction, a combination ("Airplanes
Group") comprising Airplanes Limited, a special purpose company formed under
the laws of Jersey, Channel Islands ("Airplanes Limited"), and Airplanes U.S.
Trust, a trust formed under the laws of Delaware ("Airplanes Trust"), together
acquired directly or indirectly from GPA a portfolio of 229 commercial
aircraft (collectively, the "Aircraft") and related leases (the "Leases").
The Transaction was effected by transferring existing subsidiaries of GPA that
owned the Aircraft to Airplanes Limited and Airplanes Trust, respectively.
References to Airplanes Group in these notes to the unaudited condensed
financial statements may relate to Airplanes Limited and Airplanes Trust on a
combined or individual basis as applicable.

               Simultaneously with such transfers, Airplanes Group issued
notes of $4,048 million in aggregate principal amount in four classes: Class
A, Class B, Class C and Class D ("Notes") with approximately 90% of the
principal amount of notes in each class being issued by Airplanes Limited and
approximately 10% by Airplanes Trust.  Airplanes Group also issued Class E
Notes of $604 million ranking after the Notes and these were taken up by GPA as
part consideration for the transfer of the Aircraft and certain related lease
receivables.  Of the $604 million Class E Notes issued, approximately $13
million were subsequently cancelled on July 30, 1996 under the terms of the
Transaction.  Indebtedness at March 31, 1996 represents the aggregate of the
Class A - D Notes and Class E Notes in issue (net of approximately $5 million
of discounts on issue and net of $13 million of Class E Notes subsequently
cancelled as referred to above).  Airplanes Limited and Airplanes Trust have
each fully and unconditionally guaranteed each others' obligations under the
relevant notes.


2. Basis of Preparation

               The accompanying unaudited condensed financial statements of
Airplanes Limited, Airplanes Trust and the combined unaudited condensed
balance sheets, statements of operations, statement of changes in shareholders
deficit/net liabilities and statements of cash flows of Airplanes Group
(together the "financial statements") have been prepared on a going concern
basis and on the bases and using the assumptions set out below and in
conformity with United States generally accepted accounting principles.

                The accompanying financial statements for Airplanes Limited
and Airplanes Trust reflect all adjustments which in the opinion of management
are necessary to present a fair statement of the information presented as of
December 31, 1996 and for the three and nine month periods ending December 31,
1996 and December 31, 1995. Such adjustments are of a normal, recurring
nature.  The results of operations for the three and nine month periods ended
December 31, 1996 are not necessarily indicative of the results to be expected
for the full year.

               Bases and Assumptions

               (i) The financial statements are presented on historical cost
basis as if Airplanes Limited and Airplanes Trust had been organized as single
economic entities for all periods presented.

               Accordingly, the financial statements reflect, on the bases and
assumptions set out herein, the results of operations, assets and liabilities
relating to the 229 Aircraft transferred to Airplanes Limited and Airplanes
Trust, from the date of original acquisition of controlling interest by GPA of
each Aircraft.

               (ii) For the purposes of these financial statements, for periods
prior to March 28, 1996, an allocation of certain GPA costs such as selling,
general and administrative expenses has been made to Airplanes Limited and
Airplanes Trust.  The most significant element of these costs relate to
aircraft management fees, substantially all of which are asset based fees
calculated as an annual percentage of a reference net book value of aircraft
under management.  The balance of such costs has been allocated in proportion
to leasing revenues (excluding maintenance revenues).  Management believes
that the bases for these allocations are reasonable for these periods.

               (iii) The financial statements for the year ended March 31, 1995
and in respect of the period up to the Closing Date have been prepared
assuming Airplanes Group had been financed with indebtedness to GPA in an
amount equivalent to the aggregate amount of all classes of notes (A, B, C, D
and E) originally expected to be issued by Airplanes Group pursuant to the
Transaction of $4,602 million. It has also been assumed that such indebtedness
built up as and when Airplanes Group acquired Aircraft, at an amount equal to
the appraised value (based on the value of each Aircraft given a stable market
with a reasonable balance of supply and demand and a reasonable period of time
available for marketing) of the Aircraft at October 31, 1995. In addition, it
has been assumed that no repayment of debt was made during the period up to
the Closing Date.

               At the Closing Date the actual aggregate amount of all classes
of notes issued was $4,652 million.  Of the $604 million Class E Notes issued,
approximately $13 million were subsequently cancelled under the terms of the
Transaction (giving effect to certain purchase price adjustment provisions of
the agreements pursuant to which subsidiaries of GPA were sold to Airplanes
Group). These financial statements include indebtedness in respect of the
Class E Notes of $591 million at March 31, 1996 (approximately 13% of the total
indebtedness of Airplanes Group at that date).  It has been assumed that the
indebtedness to GPA (explained above) of $4,602 million was repaid from the
proceeds of the Notes and the Class E Notes.

               (iv) The interest charged on Airplanes Group's indebtedness to
GPA in the periods prior to the Closing Date is based on GPA's average cost of
debt of 7.83% and 8.25% for the years ended  March 31, 1995 and 1996,
respectively. In the period from the Closing Date to December 31, 1996,
interest expense is based on the actual terms of the Notes and the Class E
Notes issued.

               For periods prior to March 28, 1996, in respect of the portion
of the indebtedness to GPA which is represented by the Class E Notes (assumed
in these financial statements to be approximately 15% of total indebtedness up
until the Closing Date), the statements of cash flows in the periods prior to
the Closing Date give effect to cash payments for interest of only 1% per
annum and the balance is deferred and reflected as a movement in net
liabilities.

                (v) Airplanes Group's cash balances were maintained throughout
the period to the Closing Date at the amount originally assumed to be retained
by Airplanes Group on completion of the Transaction of $135 million.  Cash
generated from or absorbed by the activities of Airplanes Group during the
period up to the Closing Date is reflected as distributions to or transfers
from GPA. The cash balances as at March 31, 1996 and December 31, 1996
represent the actual cash balances held by Airplanes Group at those dates.

               (vi) Airplanes Group's tax provisions and deferred income tax
assets and liabilities have been determined as if the underlying taxable
entities of Airplanes Limited and Airplanes Trust were separate taxable
entities from GPA.

               The accompanying financial statements of Airplanes Limited and
Airplanes Trust are presented in accordance with the requirements of the
Report on Form 10-Q and consequently do not include all the disclosure
normally required by generally accepted accounting principles. For further
information regarding Airplanes Group and its financial condition, results of
operations and cash flows, refer to the audited financial statements  and
notes thereto included in  Airplanes Group's  annual Report on Form 10-K for
the year ended March 31, 1996, previously filed with the Securities and
Exchange Commission.

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

Introduction

On March 28, 1996, Airplanes Pass Through Trust ( the "Trust") issued $4,048
million of Pass Through Certificates (the "Certificates") in four classes -
Class A, Class B, Class C and Class D.  The Class A Certificates were further
subdivided into five separate sub classes.  Each class and subclass of the
Certificates represents fractional undivided beneficial interests in two
corresponding classes or subclasses of notes (collectively, the "Notes")
issued by Airplanes Limited  ("Airplanes Limited") and Airplanes U.S. Trust
("Airplanes Trust").  Airplanes Limited, together with Airplanes Trust and
their respective subsidiaries comprise Airplanes Group, ("Airplanes Group").
Airplanes Limited and Airplanes Trust have each fully and unconditionally
guaranteed (the "Guarantees") the other's obligations under each class or
subclass of Notes.  Also on March 28, 1996, Airplanes Group received the net
proceeds from an underwritten offering of the Certificates (the "Underwritten
Offering") in exchange for the Notes and used such net proceeds, together with
approximately $604 million in aggregate principal amount of a fifth class of
Airplanes Group notes (the "Class E Notes") to acquire certain subsidiaries of
GPA Group plc ("GPA Group" and, together with its subsidiaries and affiliates,
"GPA"). Of the $604 million of Class E Notes issued, approximately $13 million
were subsequently cancelled pursuant to the purchase price adjustment
provisions of the agreements pursuant to which these subsidiaries of GPA Group
were sold to Airplanes Group. The acquired subsidiaries owned 229 aircraft
(the "Aircraft") and related leases to approximately 82 aircraft operators in
approximately 40 different countries as at March 31, 1996. At December 31,
1996, 223 of Airplanes Group's 229 owned Aircraft were on lease to 80
operators in 41 countries.

Airplanes Limited is a special purpose limited liability company formed on
November 3, 1995 under the laws of Jersey, Channel Islands. Airplanes Limited
has one direct subsidiary, Airplanes Holdings Limited, in which it holds 95%
of the ordinary share capital. At December 31, 1996, Airplanes Holdings
Limited directly or indirectly through its subsidiaries, owned 204 of the
Aircraft.

Airplanes Trust is a business trust formed pursuant to the Airplanes Trust
Agreement dated November 29, 1995 under the laws of Delaware. Airplanes Trust
has one direct, wholly-owned subsidiary, AeroUSA, Inc., a Connecticut
corporation.  AeroUSA, Inc. itself has one direct wholly-owned subsidiary,
AeroUSA 3, Inc., also a Connecticut corporation.  At December 31, 1996,
AeroUSA, Inc. directly and indirectly owned 25 of the Aircraft.

The following discussion and analysis of Airplanes Group's financial condition
and results of operations is presented as though the Aircraft have been
operated and financed separately  from GPA within Airplanes Group in all
periods under review or from their date of acquisition by GPA, as appropriate.
It should be noted, however, that Airplanes Group only acquired the Aircraft
on March 28, 1996 and, therefore, did not conduct any business operations
prior to March 28, 1996. Accordingly, adjustments and allocations have been
made with respect to, inter alia, historical indebtedness, net interest
expense, selling, general and administrative expenses and tax amounts for
periods prior to March 28, 1996. While Airplanes Group believes that the
following discussion and analysis is an appropriate presentation of the
results of Airplanes Group for periods prior to March 28, 1996, it is not
necessarily indicative of the financial results that might have occurred had
Airplanes Group been an independently financed and managed group during these
periods.

The discussion and analysis which follows is based primarily on the combined
operating results of Airplanes Limited and Airplanes Trust and not on their
results reported as individual entities. It should be noted, however, that the
Notes and the Guarantees comprise obligations of two different legal entities
owning different assets. The Directors of Airplanes Limited and the
Controlling Trustees of Airplanes Trust believe that a combined discussion is
the most appropriate basis of presentation because, inter alia, Airplanes
Limited and Airplanes Trust are not intended to be regarded as separate
businesses but rather on the basis of one combined aircraft fleet.
Furthermore, each of Airplanes Limited and Airplanes Trust has fully and
unconditionally guaranteed the performance of the other under their respective
Notes. The Guarantees have been structured to ensure that no payments are made
on a junior class of Notes of Airplanes Limited or Airplanes Trust, as the
case may be, before any amounts due and payable on a more senior class of
Notes of Airplanes Limited or Airplanes Trust, respectively, are paid pursuant
to the Guarantees.

General

Substantially all of Airplanes Group's business is expected to consist of
aircraft operating lease activities. However, Airplanes Group may also engage
in aircraft sales subject to certain limitations and guidelines. Airplanes
Group's  operating results and cash flows are determined by a number of
significant factors including (i)  trading conditions in the civil aviation
industry, and in particular, the market for aircraft on operating leases, (ii)
the mix, relative age and popularity of the various aircraft types in the
portfolio of aircraft owned by Airplanes Group and (iii) Airplanes Group's
financial resources and liquidity position relative to its competitors who may
possess substantially greater financial resources.

Results of Operations - Three Months Ended December 31, 1996 Compared with
Three Months Ended December 31, 1995.

Airplanes Group's results of operations for the three months ended December
31, 1996 reflected a continuation of the reasonably favorable industry
conditions for the period notwithstanding the fact that Canadian Airlines,
Airplanes Group's third largest lessee by initial appraised value as of
October 31, 1995, proposed a rescheduling of its contractual obligations. See
"Results of Operations - Three Months Ended December 31, 1996 compared with
Three Months Ended December 31, 1995 - Bad Debt, Downtime, Loss-
Making Lease Provisions and Other Lease Costs".   Overall, Airplanes Group
generated $34 million in cash from operations in the three months to December
31, 1996 compared to $39 million in the same period of the previous year.  The
decrease in cash from operations generated in the three month period to
December 31, 1996 is primarily attributable to the refund of $14m of
maintenance receipts to a lessee which were replaced by letters of credit
partially offset by a lower overall cash cost of capital in the period to
December 31, 1996 than that assumed in the same period to December 31, 1995.
Overall there was a net loss for the three months to December 31, 1996 of  $34
million (Airplanes Limited: $30 million; Airplanes Trust: $4 million).

Revenues

Revenues for the three months ended December 31, 1996 remained relatively
unchanged at $150 million (Airplanes Limited: $134 million; Airplanes Trust:
$16 million) compared with $154 million (Airplanes Limited: $138 million;
Airplanes Trust: $16 million) for the three months ended December 31, 1995.
The small reduction in 1996 primarily reflects a generally lower interest rate
environment (which impacts the pricing of certain lease rentals) partially
offset by a higher number of aircraft on lease. At December 31, 1996, Airplanes
Group had 223 Aircraft on lease (Airplanes Limited: 199 Aircraft; Airplanes
Trust: 24 Aircraft) compared with 220 Aircraft on lease at December 31, 1995
(Airplanes Limited: 200 Aircraft; Airplanes Trust: 20 Aircraft).  Maintenance
reserve receipts, which Airplanes Group receives from certain of its lessees
in respect of the cost of maintaining leased aircraft, are included in
revenues.

Depreciation and Amortization

The charge for depreciation and amortization in the three months ended
December 31, 1996 amounted to $51 million (Airplanes Limited: $44 million;
Airplanes Trust: $7 million) compared with $52 million (Airplanes Limited: $46
million; Airplanes Trust: $6 million) for the comparative period in 1995. This
reflects the relatively similar fleets in both periods.

Net Interest Expense

Net interest expense amounted to $100 million (Airplanes Limited: $91 million;
Airplanes Trust: $9 million) in the three month period ended December 31,
1996. On the basis assumed, net interest expense recorded in the three month
period ended December 31, 1995 amounted to $94 million (Airplanes Limited: $85
million; Airplanes Trust : $9 million).

Net interest expense in the period to December 31, 1995 has been determined on
the basis set out in Note 2 to the unaudited condensed financial statements.
This essentially assumes that for this period, Airplanes Group's debt was owed
to GPA and was approximately equal to the appraised value of the Aircraft at
October 31, 1995 plus the value of certain receivables acquired from GPA by
Airplanes Group. The interest charge for the three month period ended December
31, 1995 has been calculated based on the assumption that all of the debt
bears interest at the assumed historic rate (based on GPA's assumed average
cost of debt) of  8.25% in the year ended March 31, 1996.

The interest charge for the three month period ended December 31, 1996 is
based on the actual debt outstanding during the period and the actual terms of
the Notes and the Class E Notes. The weighted average interest rate on the
Class A - D Notes during the three months to December 31, 1996 was 6.58% and
the average debt in respect of the Class A - D Notes outstanding during the
period was $3,894 million. The Class E Notes accrue interest at a rate of 20%
per annum (as adjusted by reference to the U.S. consumer price index).

The difference in Airplanes Group's net interest expense and cash paid in
respect of interest in the three month period to December 31, 1995 is
substantially accounted for by the assumption that Airplanes Group paid cash
interest at the per annum rate of 1% on the portion of indebtedness to GPA
which was assumed, for the purpose of the unaudited condensed financial
statements, to be refinanced by the Class E Notes (the Class E Note Portion).
The Class E Note Portion was assumed to represent approximately 15% of total
indebtedness to GPA in each period under review prior to March 28, 1996.

The difference in Airplanes Group's net interest expense and cash paid in
respect of interest in the three month period ended December 31, 1996 is
substantially accounted for by the fact that Airplanes Group accrues interest
on the Class E Notes at a rate substantially higher than the per annum rate of
1% actually paid in cash in the period.

Net interest expense is stated after deducting interest income earned during
the relevant period. In the three months ended December 31, 1996, Airplanes
Group earned interest income (including lessee default interest) of $5 million
(Airplanes Limited: $5 million; Airplanes Trust: nil) compared with $3 million
in the three months ended December 31, 1995 (Airplanes Limited: $3 million;
Airplanes Trust: nil). The increase is primarily attributable to cash balances
in the three months ended December 31, 1996 being higher than those assumed in
the period to December 31, 1995 and a higher level of default interest being
earned in the three months to December 31, 1996.

Bad Debt, Downtime, Loss-Making Lease Provisions and Other Lease Costs

A substantial part of the balance of Airplanes Group's costs in any period may
consist of allowances for bad and doubtful debts and net provisions for
downtime and loss making leases.  It is Airplanes Group's practice to provide
specifically for any amounts due but unpaid by lessees based primarily on the
amount due in excess of security held.  Airplanes Group provides for downtime
costs based on an estimated re-lease date of the particular aircraft
off-lease. Downtime costs include depreciation, allocated interest (determined
as set forth below in the context of provisions for loss-making leases) and
any other directly attributable costs for the specific aircraft for the
estimated off-lease period.  A lease agreement is deemed to be 'loss making'
in circumstances where the contracted rental payments are insufficient to
cover the depreciation and allocated interest attributable to the aircraft
plus certain direct costs, such as legal fees and registration costs,
attributable to the lease over its term.  For these purposes, interest is
allocated to individual aircraft based on the  weighted average interest cost
of the remaining principal balance of the Notes and the Class E Notes
(excluding, in the case of the Class E Notes, the element of interest, 9% per
annum, which is payable only in the event that the principal amount of all the
Notes is repaid) or, in the case of periods prior to March 28, 1996, with
assumed indebtedness from GPA equivalent to the appraised value of such
aircraft at October 31, 1995.  This results in a significant number of leases
being 'loss making'- in terms of profitability- while still being cash
positive.

While a small number of Airplanes Group's lessees failed to meet their
contractual obligations in the three month period ended December 31, 1996,
resulting in the requirement for additional provisions in respect of bad and
doubtful debts in respect of these lessees, the credit exposure with regard to
certain other carriers improved in the period. Overall, there was a net charge
of $1 million in respect of bad and doubtful debts  (Airplanes Limited: nil;
Airplanes Trust: $1 million) in the three months ended December 31, 1996. This
is compared with an overall net credit in respect of bad and doubtful debts
for the three months ended December 31, 1995 of  $1 million (Airplanes
Limited: $1 million; Airplanes Trust: nil). The net charge in 1996 was
primarily as a result of the requirement for provisions against receivable
balances due from certain Asian and South American lessees.

In December 1996, as previously announced in the Report on Form 8-K filed on
December 16, 1996, Canadian Airlines approached its creditors, including
Airplanes Group, with proposals to reschedule its obligations as part of a
general plan designed to address its financial difficulties. Airplanes Group
has thirteen Aircraft on lease to Canadian Airlines, and the airline is the
third largest lessee of Airplanes Group Aircraft based on initial appraised
value as of October 31, 1995.  Canadian Airlines has proposed to its aircraft
lessors, including Airplanes Group, that it be granted a deferral of operating
lease rentals for the three month period from December 1996 to February 1997
and a deferral of finance lease principal payments for the six month period
from December 1996 to May 1997.  Canadian Airlines has proposed that the
deferred payments be repaid with interest over a two and a half year period
commencing October 1998.  Canadian Airlines stopped paying operating lease
rentals and finance lease principal payments to Airplanes Group, and indicated
its intention to stop paying other aircraft lessors, from December 1, 1996.
Because of the existing security held by Airplanes Group, no net provision for
doubtful debts was required in respect of Canadian Airlines at December 31,
1996.

Airplanes Group is analyzing the proposals made to it by Canadian Airlines.
There can be no assurance regarding whether and on what terms any agreement
with Canadian Airlines can be reached or the time period it may take to reach
such agreement.

There was an overall net utilization of  $4 million (Airplanes Limited: $2
million; Airplanes Trust: $2 million)  in respect of downtime and 'loss
making' lease provisions in the three months to December 31, 1996. This is
similar to the net overall utilization of $5 million (Airplanes Limited: $6
million; Airplanes Trust: a charge of  $1 million) in the three month period
to December 31, 1995.

Other lease costs in the three months ended December 31, 1996 amounted to $5
million (Airplanes Limited: $4 million; Airplanes Trust: $1 million) compared
to other lease costs of $4 million (Airplanes Limited: $3 million; Airplanes
Trust: $1 million) in the three months to December 31, 1995.  Efforts are
continuing with regard to the sale of two of Airplanes Group's DC10-30s; there
is no expectation at present that the $15 million provision previously made
with respect to these aircraft will not be sufficient.  See "--Results of
Operations -- Nine Months Ended December 31, 1996 Compared with Nine Months
Ended December 31, 1995 -- Bad Debt, Downtime, Loss-Making Lease Provisions
and Other Lease Costs."

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three month period to
December 31, 1996 amounted to $9 million (Airplanes Limited: $8 million;
Airplanes Trust: $1 million).This is a similar expense to that incurred in the
three months to December 31, 1995 of $9 million (Airplanes Limited: $8
million; Airplanes Trust: $1 million).

The most significant element of selling, general and administrative expenses
is the aircraft servicing fees paid to GE Capital Aviation Services, Limited
("GECAS"). Substantially all of these amounts represent asset based fees
calculated as an annual percentage of agreed values of Aircraft under
management pursuant to a servicing agreement. Selling, general and
administrative expenses of $9 million in the three months to December 31, 1996
include $6 million (Airplanes Limited: $5 million; Airplanes Trust: $1
million) relating to GECAS servicing fees.  This is a similar charge to the
expense incurred in respect of GECAS servicing fees in the comparative period
to December 31, 1995 of $6 million (Airplanes limited: $5 million; Airplanes
Trust: $1 million).

A further significant element of Airplanes Group's actual selling, general and
administrative expenses reported in the period to December 31, 1996 was $2
million (Airplanes Limited: $2 million; Airplanes Trust: nil) in respect of
administrative agency and cash management fees payable to GPA. Arrangements
with GPA in respect of administrative agency services and cash management
services only became effective on March 28, 1996.  See "Basis of Preparation -
Bases and Assumptions (ii)" for an explanation of the basis of allocating non
aircraft management related costs in periods prior to March 28, 1996.

Operating Loss

The operating loss for the three months ended December 31, 1996 was $34 million
(Airplanes Limited: $30 million; Airplanes Trust: $4 million) compared with an
operating loss of $23 million for the three months ended December 31, 1995
(Airplanes Limited: $17 million; Airplanes Trust:  $6 million).  Airplanes
Limited and Airplanes Trust are expected to continue to report substantial
losses in the future.

Taxes

Tax provisions and deferred tax assets and liabilities have been calculated as
if Airplanes Limited and Airplanes Trust were separate taxable entities from
GPA. At March 31, 1996 and December 31, 1996, the deferred income tax assets
and liabilities represent the assets and liabilities of Airplanes Limited and
Airplanes Trust at those dates. There was no overall tax benefit or charge in
the three months to December 31, 1996 (Airplanes Limited: nil; Airplanes
Trust: nil) compared with a tax benefit of $5 million in the same period in
1995 (Airplanes Limited: $2 million; Airplanes Trust: $3 million).

Net Loss

The net loss for the three months ended December 31, 1996 after taxation was
$34 million (Airplanes Limited: $30 million; Airplanes Trust: $4 million)
compared with a net loss after taxation for the three months ended December
31, 1995 of $18 million (Airplanes Limited: $15 million; Airplanes Trust: $3
million).

Despite the continuing reasonably favourable trading environment, Airplanes
Group's activities will continue to be adversely affected by the weak
financial condition of certain lessees and by continuing difficult trading
conditions in certain jurisdictions. Airplanes Group's results will also
continue to be affected by utilization of provisions previously made in
respect of the substantial number of leases that continue to be 'loss making'
and by the requirement, if any, to make future provisions in respect of 'loss
making' leases.

Financial Resources and Liquidity

Overview

Prior to the closing of the Underwritten Offering, Airplanes Group had not
operated as a separate business, and consequently, had not been financed as
such.  GPA managed its cash resources centrally and cash generated by the
subsidiaries of Airplanes Limited and Airplanes Trust was assumed to be
transferred to GPA for the purpose of servicing GPA's indebtedness.

Liquidity

Airplanes Group's statement of cash flows for the period to December 31, 1995
has been prepared on the assumption that Airplanes Group maintained constant
cash balances of approximately $135 million up to March 28, 1996. The actual
cash balances of Airplanes Group at March 31, 1996 amounted to $220 million
(Airplanes Limited: $214 million; Airplanes Trust: $6 million). The increase
in actual cash balances at March 31, 1996 reflects primarily $50 million in
additional Class A-5 Notes issued on March 28, 1996, together with certain
adjustments to the mix of collateral in respect of receivables transferred on
such date. Actual cash balances at December 31, 1996 amounted to $240 million
(Airplanes Limited: $234 million ; Airplanes Trust: $6 million).

Operating Activities

Net cash provided by operating activities in the three months ended December
31, 1996 amounted to $34 million (Airplanes Limited: $28 million;  Airplanes
Trust: $6 million) compared with $39 million in the three months ended
December 31, 1995 (Airplanes Limited: $35 million; Airplanes Trust: $4
million).  This includes cash paid in respect of interest of $69 million in
the three months to December 31, 1996 (Airplanes Limited: $62 million;
Airplanes Trust: $7 million) compared with $82 million in the three months to
December 31, 1995 (Airplanes Limited: $75 million; Airplanes Trust: $7
million).  See "Results of Operations - Three Months Ended December 31, 1996
Compared with Three Months Ended December 31, 1995 -- Net Interest Expense"
above for a discussion of the basis upon which Airplanes Group's interest
charge and cash paid in respect of interest has been calculated for periods
prior to March 28, 1996.  In addition, depreciation and amortization amounted
to $51 million in the three months to December 31, 1996 (Airplanes Limited:
$44 million; Airplanes Trust: $7 million) compared with $52 million in the
comparable period in 1995 (Airplanes Limited: $46 million; Airplanes Trust: $6
million).

Investing and Financing Activities

Cash flows from investing and financing activities in the three months to
December 31, 1996 primarily reflect the repayment of $48 million of principal
on Subclass A-5 and Class B Notes by Airplanes Group (Airplanes Limited: $43
million; Airplanes Trust: $5 million).

As described, no use of cash to repay indebtedness has been assumed in periods
prior to March 28, 1996.  Instead, distributions and transfers back to GPA of
cash in amounts required to restore Airplanes Group's cash balance to $135
million in 1995 have been assumed as Airplanes Group was not a separately
financed entity in this period.  These distributions and transfers back have
been treated as increases in Airplanes Group's net liabilities and amounted to
$41 million in the three months to December 31, 1995 (Airplanes Limited: $37
million; Airplanes Trust: $4 million).

Indebtedness

Following the closing of the Underwritten Offering, Airplanes Group's
indebtedness consists of the Class A-D Notes and Class E Notes.  In order to
repay principal on the Subclass A-1, A-2, A-3 and A-4 Notes, Airplanes Group
will have to refinance such Notes in the capital markets. In order to avoid
stepped up interest costs,  $850 million of Subclass A-1 Notes, $750 million
of Subclass A-2 Notes, $500 million of Subclass A-3 Notes and $200 million of
Subclass  A-4  Notes are expected to be refinanced through the sale of further
pass-though certificates by early 1998, 1999, 2001 and 2003, respectively.
There can be no assurance that further pass-through certificates can be sold
in the amounts and at the times required and any failure to do so may have the
impact of increasing Airplanes Group's borrowing costs.

Interest Rate Management

The leasing revenues of Airplanes Group are generated primarily from lease
rental payments which are either fixed or floating.  In the case of floating
rate leases, an element of the rental varies in line with changes in LIBOR,
generally six-month LIBOR.  Some leases carry fixed and floating rental
payments for different rental periods.  The majority of leases are floating
rate leases.

In general, an interest rate exposure arises to the extent that Airplanes
Group's fixed and floating interest obligations in respect of the Class A-D
Notes do not correlate to the mix of fixed and floating rental payments for
different rental periods.  This interest rate exposure can be managed through
the use of interest rate swaps.  The Class A and B Notes bear floating rates
of interest and the Class C and D Notes bear fixed rates of interest.  The mix
of fixed and floating rental payments contains a higher percentage of fixed
rate payments than the percentage of fixed rate interest payments on the
Notes, including as a result of the fact that the reset periods on floating
rental payments are generally longer than the monthly reset periods on the
floating rate Notes. In order to correlate the contracted fixed and floating
rental payments to the fixed and floating interest payments on the Notes,
Airplanes Group initially entered into interest rate swaps with an aggregate
notional principal amount of $2.62 billion (the 'Initial Swaps').  Under these
Initial Swaps, Airplanes Group pays fixed amounts and receives floating
amounts on a monthly basis.  The Initial Swaps amortize having regard to the
minimum amortization schedule of the Class A and B Notes, the expiry dates of
the leases then existing under which lessees were contracted to make fixed rate
rental payments and the LIBOR reset dates under the floating rates leases. At
least every three months, GPA Financial Services Limited, a subsidiary of GPA
Group, as Airplanes Group's Administrative Agent seeks to enter into
additional swaps or sell at market value or unwind part or all of the initial
swaps and any future swaps in order to rebalance the fixed and floating mix of
interest obligations and the fixed and floating mix of rental payments. At
December 31, 1996, Airplanes Group had unamortized swaps with an aggregate
notional principal balance of $2,920 million. This consisted of $980 million
in respect of the unamortized balance of the notional amount of the Initial
Swaps and $1,940 million in respect of the unamortized balance of the notional
amount of additional swaps ("additional swaps") entered into by Airplanes
Group since March 28, 1996 in order to rebalance Airplanes Group's mix of
fixed and floating interest rate obligations and the fixed and floating mix of
rental payments. None of the additional swaps have maturity dates extending
beyond July 1999. As of December 31, 1996, of the $980 million aggregate
notional amount of the unamortized balance of the Initial Swaps, an amortizing
swap with a notional amount of $160 million had a final maturity date of April
1997, an amortizing swap with a notional amount of $310 million had a final
maturity date of October 1998 and an amortizing swap with a notional amount of
$510 million had a final maturity date of April 2001.

Additional interest rate exposure will arise to the extent that lessees owing
fixed rate rental payments default and interest rates have declined between
the contract date of the lease and the date of default.  This exposure is
managed through the purchase of options on interest rate swaps ("Swaptions").
Airplanes Group will purchase Swaptions which, if exercised, will allow
Airplanes Group to enter into interest rate swap transactions under which it
will pay floating amounts and received fixed amounts.  These Swaptions can be
exercised in the event of defaults by lessees owing fixed rate rental payments
in circumstances where interest rates have declined since the contract date of
such leases.  Because not all lessees making fixed rate rental payments are
expected to default and not all lessee defaults are expected to occur
following a decline in interest rates, Airplanes Group will purchase Swaptions
in a notional amount less than the full extent of the exposure associated with
the lessees making fixed rate rental payments.  This notional amount (the
"Target Hedge") will be varied from time to time to reflect, inter alia,
changes in the mix of payments bases under future leases.  From time to time
the Administrative Agent may also sell at market value or unwind part or all
of the initial and any future Swaptions, for example, to reflect any decreases
in the Target Hedge. In the period from March 28, 1996 to December 31, 1996,
Airplanes Group purchased Swaptions for interest rate swaps with an aggregate
notional principal balance of $89 million and sold Swaptions with an aggregate
notional principal balance of $25 million. The net aggregate notional
principal balance of Swaptions at December 31, 1996 therefore amounted to $64
million.

Through the use of interest rate swaps, Swaptions and other interest rate
hedging products, it is Airplanes Group's policy not to be adversely exposed
to material movements in interest rates.  There can be no assurance, however,
that Airplanes Group's interest rate risk management strategies will be
effective in this regard.

The Directors of Airplanes Limited and the Controlling Trustees of Airplanes
Trust are responsible for reviewing and approving the overall interest rate
management policy and transaction authority limits. Specific hedging contracts
are approved by officers of the Administrative Agent acting within the overall
policies and limits.

Counterparty risk is monitored on an ongoing basis.  Counterparties are
subject to the prior approval of the Directors of Airplanes Limited and the
Controlling Trustees of Airplanes Trust.  Airplanes Group's counterparties may
consist primarily of the affiliates of major U.S. and European financial
institutions (including special purpose derivative vehicles) whose credit
ratings  are consistent with maintaining the ratings of the Class A Notes.

Results of Operations - Nine Months Ended December 31, 1996 Compared with Nine
Months Ended December 31, 1995

Airplanes Group's results of operations for the nine months ended December 31,
1996 reflected a continuation of a generally improved industry conditions for
the period, offset by the requirement for Airplanes Group to make specific
provisions for certain older wide body aircraft in the September quarter.
Overall, Airplanes Group generated $182 million in cash from operations in the
nine months to December 31, 1996 compared to $150 million in the same period
of the previous year. The increase in cash from operations generated in the
nine month period to December 31, 1996 is primarily attributable to a lower
overall cost of capital in that period than that assumed in the same period to
December 31, 1995.

Revenues

Overall, revenues for the nine months ended December 31, 1996 remained
relatively unchanged at $459 million (Airplanes Limited: $405 million;
Airplanes Trust: $54 million) compared with $465 million (Airplanes Limited:
$419 million; Airplanes Trust: $46 million) for the nine months ended December
31, 1995, reflecting the relatively similar portfolio in the periods. A
somewhat lower interest rate environment in the nine months to December 31,
1996 had the effect of reducing revenues. This was partially offset by an
increased number of Aircraft on lease during the period. Maintenance reserve
receipts, which Airplanes Group receives from certain of its lessees to
provide against the cost of maintaining leased Aircraft, are included in
revenues.

Depreciation and Amortization

The charge for depreciation and amortization in the nine months ended December
31, 1996 amounted to $155 million (Airplanes Limited: $136 million; Airplanes
Trust: $19 million) which is similar to the charge for the comparative period
in 1995 reflecting the relatively similar fleets in both periods.

Net Interest Expense

Net interest expense amounted to $286 million (Airplanes Limited: $260
million; Airplanes Trust: $26 million) in the nine month period ended December
31, 1996. On the basis assumed, net interest expense recorded in the nine
month period ended December 31, 1995 amounted to $278 million (Airplanes
Limited: $253 million; Airplanes Trust : $25 million).

Net interest expense in the nine month period to December 31, 1995 has been
determined on the basis set out in Note 2 to the unaudited condensed financial
statements.  This essentially assumes that for this period, Airplanes Group's
debt was owed to GPA and was approximately equal to the appraised value of the
Aircraft at October 31, 1995 plus the value of certain receivables acquired
from GPA by Airplanes Group.  The interest charge for the nine month period
ended December 31, 1996 is based on the actual debt outstanding during the
period and the actual terms of the Notes and the Class E Notes. The weighted
average interest rate on the Class A - D Notes during the nine month period to
December 31, 1996 was 6.60% and the average debt in respect of the Class A - D
Notes outstanding during the period was $3,963 million. The Class E Notes
accrue interest at a rate of 20% per annum (as adjusted by the US Consumer
Price Index).

The difference in Airplanes Group's net interest expense and cash paid in
respect of interest in the nine month period to December 31, 1995 is
substantially accounted for by the assumption that Airplanes Group paid cash
interest at the per annum rate of 1% on the Class E Note Portion.  The Class E
Note Portion was assumed to represent approximately 15% of total indebtedness
to GPA in each period under review prior to March 28, 1996.

The difference in Airplanes Group's net interest expense and cash paid in
respect of interest in the nine month period ended December 31, 1996 is
substantially accounted for by the fact that Airplanes Group accrues interest
on the Class E Notes at a rate substantially higher than the per annum rate of
1% actually paid in cash in the period.

Net interest is stated after deducting interest income earned during the
relevant period.  In the nine months ended December 31, 1996, Airplanes Group
earned interest income (including lessee default interest) of $12 million
(Airplanes Limited: $12 million; Airplanes Trust: nil) compared with $9
million in the nine months ended December 31, 1995 (Airplanes Limited: $8
million; Airplanes Trust: $1 million).  The increase is primarily attributable
to cash balances in the nine months ended December 31, 1996 being higher than
those assumed in the period to December 31, 1995.

Bad Debt, Downtime, Loss-Making Lease Provisions and Other Lease Costs

A substantial part of the balance of Airplanes Group's costs in any period may
consist of allowances for bad and doubtful debts and net provisions for
downtime and 'loss making' leases. See '--Results of Operations - Three Months
Ended December 31, 1996 Compared with Three Months Ended December 31, 1995'
for a discussion on Airplanes Group's accounting practices in respect of
delinquent receivables and provisions for downtime and 'loss making' leases.

The number of Airplanes Group's lessees which continued to experience financial
difficulties in the nine month period ended December 31, 1996 was small
relative to prior periods and the payment performance with regard to certain
other carriers improved in the period reflecting the continuing reasonably
favourable general trading environment.  Overall, there was no net charge in
respect of bad and doubtful debts  (Airplanes Limited: nil; Airplanes Trust:
nil) in the nine month period ended December 31, 1996. This is compared with
an overall net credit in respect of bad and doubtful debts for the nine months
ended December 31, 1995 of  $7 million (Airplanes Limited: $7 million;
Airplanes Trust: nil).  Also in the nine months ended December 31, 1996,
Airplanes Group's third largest lessee - Canadian Airlines - approached its
creditors, including Airplanes Group, as part of a general plan designed to
address the airline's financial difficulties.  See "Results of Operations -
Three Months Ended December 31, 1996 compared with Three Months Ended December
31, 1995 - Bad Debts, Downtime, Loss Making Lease Provisions and Other Lease
Costs".

There was an overall net utilization of $14 million (Airplanes Limited: $9
million; Airplanes Trust: $5 million)  in respect of downtime and loss making
lease provisions in the nine months to December 31, 1996. This is compared
with a net overall utilization of $2 million (Airplanes Limited: a net
utilization of $7 million; Airplanes Trust: a charge of $5 million) in the
nine month period to December 31, 1995.

Other lease costs in the nine months ended December 31, 1996 amounted to $30
million (Airplanes Limited: $23 million; Airplanes Trust: $7 million) compared
to other lease costs of $17 million (Airplanes Limited: $16 million; Airplanes
Trust: $1 million) in the nine months to December 31, 1995. In the nine months
to December 31, 1996, other lease costs include provisions for maintenance and
other costs of $15 million in respect of two of Airplanes Group's DC10-30
Aircraft which are not, and have not been, in revenue service for some time.
The weak market generally for older wide body aircraft is adversely impacting
Airplanes Group's efforts to realize value from these two Aircraft. These
efforts may result in the sale of the two DC10-30 Aircraft, a conversion of
the Aircraft to freighter configuration, or a combination of these or other
solutions. A provision of $15 million has been made in respect of the current
estimate of certain irrecoverable maintenance and conversion costs and related
'loss making lease' provisions, or in the event of the sale of the Aircraft,
the expected losses on such sales. These amounts are current estimates and the
final cost may be higher depending on the ultimate outcome. Any conversion or
sale would be conducted in compliance with the relevant provisions of the
indentures governing the Notes.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine month period to
December 31, 1996 amounted to $27 million (Airplanes Limited: $24 million;
Airplanes Trust: $3 million). This is a similar charge to that reported in the
nine months ended December 31, 1995, which was $26 million (Airplanes Limited:
$23 million; Airplanes Trust: $3 million).

The most significant element of selling, general and administrative expenses
is the aircraft servicing fees paid to GECAS. Substantially all of these
amounts represent asset based fees calculated as an annual percentage of
agreed values of Aircraft under management pursuant to a servicing agreement.
Selling, general and administrative expenses of $27 million in the nine months
to December 31, 1996 include $18 million (Airplanes Limited: $16 million;
Airplanes Trust: $2 million) relating to GECAS servicing fees.  This is a
similar charge to the expense incurred in respect of GECAS servicing fees in
the period to December 31, 1995, which was $17 million (Airplanes Limited: $15
million; Airplanes Trust: $2 million).

A further significant element of Airplanes Group's actual selling, general and
administrative expenses reported in the period to December 31, 1996 was $7
million (Airplanes Limited: $6 million; Airplanes Trust: $1 million) in
respect of administrative agency and cash management fees payable to GPA.
Arrangements with GPA in respect of administrative agency services and cash
management services only became effective on March 28, 1996.

Operating Loss

The operating loss for the nine months ended December 31, 1996 was $97 million
(Airplanes Limited: $86 million; Airplanes Trust: $11 million) compared with
an operating loss of $69 million for the nine months ended December 31, 1995
(Airplanes Limited: $52 million; Airplanes Trust:  $17 million). The increase
in the loss is primarily accounted for by the $15 million in provisions in
respect of the two DC10-30 Aircraft discussed above in "Results of Operations
- Nine Months Ended December 31, 1996 Compared With Nine Months Ended December
31, 1995 - Bad Debt, Downtime, Loss Making Lease Provisions and Other Lease
Costs". Airplanes Limited and Airplanes Trust are expected to continue to
report substantial losses in the future.

Taxes

Tax provisions and deferred tax assets and liabilities have been calculated as
if Airplanes Limited and Airplanes Trust were separate taxable entities from
GPA. At March 31, 1996 and December 31, 1996, the deferred income tax assets
and liabilities represent the assets and liabilities of Airplanes Limited and
Airplanes Trust at those dates.
There was no overall tax benefit or charge in the nine months to December 31,
1996 (Airplanes Limited: a charge of $1 million; Airplanes Trust: a credit of
$1 million) compared with a tax benefit of $12 million in the same period in
1995 (Airplanes Limited: $5 million; Airplanes Trust: $7 million).

Net Loss

The net loss for the nine months ended December 31, 1996 after taxation was
$97 million (Airplanes Limited: $87 million; Airplanes Trust: $10 million)
compared with a net loss after taxation for the nine months ended December 31,
1995 of $57 million (Airplanes Limited: $47 million; Airplanes Trust: $10
million).

Financial Resources and Liquidity

Operating Activities

Net cash generated by operating activities in the nine months ended December
31, 1996 amounted to $182 million (Airplanes Limited: $169 million;  Airplanes
Trust: $13 million) compared with $150 million in the nine months ended
December 31,1995 (Airplanes Limited: $137 million; Airplanes Trust: $13
million).  This reflects $200 million of cash paid in respect of interest in
the period to December 31, 1996 (Airplanes Limited: $182 million; Airplanes
Trust: $18 million) compared with $244 million in the period to September  30,
1995 (Airplanes Limited: $222 million; Airplanes Trust: $22 million).  See
"Results of Operations - Three Months Ended December 31, 1996 Compared with
Three Months Ended December 31, 1995" for a discussion of the basis upon which
Airplanes Group's interest charge and cash paid in respect of interest has
been calculated for periods prior to March 28, 1996.

Investing and Financing Activities

Cash flows from investing and financing activities in nine months to December
31, 1996 primarily reflect the repayment of $175 million of principal on
Subclass A-5 and Class B Notes by Airplanes Group (Airplanes Limited: $163
million; Airplanes Trust: $12 million).

As described, no use of cash to repay indebtedness has been assumed in periods
prior to March 28, 1996.  Instead, distributions and transfers back to GPA of
cash in amounts required to restore Airplanes Group's cash balance to $135
million in 1995 have been assumed as Airplanes Group was not a separately
financed entity in this period.  These distributions and transfers back have
been treated as increases in Airplanes Group's net liabilities and amounted to
$160 million in the nine months to December 31, 1995 (Airplanes Limited: $147
million; Airplanes Trust: $13 million).


Part II. Other Information

Item 1. Legal Proceedings

AeroUSA, Inc. and AeroUSA 3, Inc., both Connecticut corporations, have in the
past filed and will continue to file United States federal and state
consolidated tax returns with GPA, Inc., and its subsidiaries (the "GPA U.S.
Tax Group").  GPA, Inc. is a Delaware corporation and a wholly-owned
subsidiary of GPA Group. AeroUSA, Inc. and AeroUSA 3, Inc. also file certain
other state and local tax returns on an unconsolidated basis.  Currently,
there are ongoing tax audits by certain state and local tax authorities with
respect to taxes previously reported by the GPA U.S. Tax Group or members
thereof.  Airplanes Trust believes that none of these audits will have a
material adverse impact on the financial position or liquidity of AeroUSA, Inc.


Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

            27.1 Financial Data Schedule of Airplanes Limited

            27.2 Financial Data Schedule of Airplanes U.S. Trust


               (b) Reports on Form 8-K: Filed for event dates November 15, 1996
(relating to the monthly report to holders of the Certificates); December 16,
1996 (relating to the monthly report to holders of the Certificates and a press
release relating to Canadian Airlines) and January 15, 1997 (relating to the
monthly report to holders of the Certificates).


                                  SIGNATURES


               Pursuant to the requirements of the Securities Exchange Act of
1934, each registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


Date: February 11, 1997                   AIRPLANES LIMITED


                                          By: /s/ WILLIAM M. MCCANN
                                              William M. McCann
                                              Director and Principal
                                              Accounting Officer


Date: February 11, 1997
                                          AIRPLANES U.S. TRUST


                                          By: /s/ WILLIAM M. MCCANN
                                              William M. McCann
                                              Controlling Trustee
                                              and Principal Accounting Officer



                  AIRPLANES LIMITED AND AIRPLANES U.S. TRUST


                               INDEX TO EXHIBITS



EXHIBIT NUMBER

27.1     Financial Data Schedule of Airplanes Limited

27.2     Financial Data Schedule of Airplanes U.S. Trust