SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ---------

                                   FORM 10-Q

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

               For the quarterly period ended September 30, 2002

                                   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                      September 30, 2002

Airplanes Limited      Common Stock, $1.00 par value                 30


<PAGE>


                   Airplanes Limited and Airplanes U.S. Trust

         Form 10-Q for the Three Month Period Ended September 30, 2002

                                     Index

Part I.   Financial Information                                        Page No.

Item 1.  Financial Statements (Unaudited)                                 3

         - Unaudited Condensed Balance Sheets - September 30, 2002
           and March 31, 2002
         - Unaudited Condensed Statements of Operations - Three
           Months Ended September 30, 2002 and September 30, 2001
         - Unaudited Condensed Statements of Operations - Six
           Months Ended September 30, 2002 and September 30, 2001
         - Unaudited Condensed Statements of Comprehensive Income/
           (Loss) - Three Months Ended September 30, 2002 and
           September 30, 2001
         - Unaudited Condensed Statements of Comprehensive Income/
           (Loss) - Six Months Ended September 30, 2002 and
           September 30, 2001
         - Unaudited Statements of Changes in Shareholders Deficit/
           Net Liabilities - Six Months Ended September 30, 2002
           and September 30, 2001
         - Unaudited Condensed Statements of Cash Flows - Six Months
           Ended September 30, 2002 and September 30, 2001
         - Notes to the Unaudited Condensed Financial Statements

Item 2.  Management's Discussion and Analysis of Financial               15
         Condition and Results of Operations
         - Introduction
         - Results of Operations - Three Months Ended September 30,
           2002 compared with Three Months Ended September 30, 2001
         - Results of Operations - Six Months Ended September 30,
           2002 compared with Six Months Ended September 30, 2001
         - Comparison of Actual Cashflows versus the 2001 Base
           Case for the Three Month Period Ended October 15, 2002

Item 3.  Quantitative and Qualitative Disclosures about Market Risks     50

Item 4.  Controls and Procedures                                         54

Part II. Other Information

Item 1.  Legal Proceedings                                               55

Item 6.  Exhibits and Reports on Form 8 - K                              55

Signatures

Certifications

Appendix 1     Portfolio Information as at September 30, 2002


                                       2
<PAGE>



Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)


                                AIRPLANES GROUP

                       UNAUDITED CONDENSED BALANCE SHEETS

<TABLE>
                                                               March 31,                                September 30,
                                              ----------------------------------------     ----------------------------------------
                                                                 2002                                        2002
                                              ----------------------------------------     ----------------------------------------
                                              Airplanes       Airplanes                    Airplanes      Airplanes
                                               Limited          Trust        Combined       Limited         Trust         Combined
                                              ----------     ----------     ----------     ----------     ----------     ----------
                                                             ($millions)                                 ($millions)
<S>                                                <C>              <C>          <C>            <C>              <C>          <C>
ASSETS

Cash                                                 136              6            142            136              6            142
Accounts receivable
    Trade receivables                                 28             10             38             31             10             41
    Allowance for doubtful debts                     (14)            (8)           (22)           (20)            (8)           (28)
Amounts due from Airplanes Limited                     -             63             63              -             62             62
Net investment in capital and sales
     type leases                                       -              -              -              3              -              3
Aircraft, net                                      2,175            121          2,296          2,097            117          2,214
Other assets                                           2              4              6              4              -              4
                                              ----------     ----------     ----------     ----------     ----------     ----------
Total assets                                       2,327            196          2,523          2,251            187          2,438
                                              ==========     ==========     ==========     ==========     ==========     ==========


LIABILITIES

Accrued expenses and other liabilities             1,470            140          1,610          1,751            168          1,919
Amounts due from Airplanes Trust                      63              -             63             62              -             62
Indebtedness                                       3,019            295          3,314          2,956            288          3,244
Provision for maintenance                            246             11            257            261             13            274
Deferred income taxes                                 16             23             39             14             21             35
                                              ----------     ----------     ----------     ----------     ----------     ----------
Total liabilities                                  4,814            469          5,283          5,044            490          5,534
                                              ----------     ----------     ----------     ----------     ----------     ----------
Net liabilities                                   (2,487)          (273)        (2,760)        (2,793)          (303)        (3,096)
                                              ----------     ----------     ----------     ----------     ----------     ----------
                                                   2,327            196          2,523          2,251            187          2,438
                                              ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>

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


                                       3
<PAGE>


                                AIRPLANES GROUP

                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


<TABLE>
                                                                   Three Months Ended September 30,
                                          -------------------------------------------------------------------------------------
                                                             2001                                         2002
                                          ----------------------------------------     ----------------------------------------
                                           Airplanes      Airplanes                     Airplanes      Airplanes
                                            Limited         Trust        Combined        Limited         Trust        Combined
                                          ----------     ----------     ----------     ----------     ----------     ----------
                                                         ($millions)                                 ($millions)
<S>                                              <C>            <C>           <C>            <C>             <C>           <C>
Revenues
Aircraft leasing                                 105              7            112             89              4             93
Aircraft sales                                     3              -              3              -              -              -

Expenses
Cost of Aircraft sold                             (3)             -             (3)             -              -              -
Depreciation and amortisation                    (38)            (3)           (41)           (33)            (2)           (35)
Net interest expense                            (130)           (13)          (143)          (161)           (16)          (177)
Bad and doubtful debts                            (4)            (2)            (6)            (6)            (1)            (7)
Other lease costs                                (14)            (2)           (16)           (20)            (2)           (22)
Selling, general and administrative
   expenses                                       (8)             -             (8)            (8)             -             (8)
                                          ----------     ----------     ----------     ----------     ----------     ----------
Operating (loss) before
provision for  income taxes                      (89)           (13)          (102)          (139)           (17)          (156)

Income tax benefit/(charge)                        1              1              2              1              2              3

                                          ----------     ----------     ----------     ----------     ----------     ----------
Net (loss)                                       (88)           (12)          (100)          (138)           (15)          (153)
                                          ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>

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


                                       4
<PAGE>


                                AIRPLANES GROUP

                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
                                                               Six Months Ended September 30,
                                       -------------------------------------------------------------------------------
                                                        2001                                      2002
                                       -------------------------------------     -------------------------------------
                                       Airplanes     Airplanes                   Airplanes     Airplanes
                                        Limited        Trust       Combined       Limited        Trust        Combined
                                       ---------     ---------     ---------     ---------     ---------     ---------
                                                    ($millions)                               ($millions)
<S>                                         <C>            <C>          <C>           <C>            <C>          <C>
Revenues
Aircraft leasing                             209            17           226           188            14           202
Aircraft sales                                 3             -             3             4             -             4

Expenses
Cost of Aircraft sold                         (3)            -            (3)           (4)            -            (4)
Depreciation and amortisation                (76)           (7)          (83)          (67)           (4)          (71)
Net interest expense                        (269)          (27)         (296)         (315)          (31)         (346)
Bad and doubtful debts                        (2)           (1)           (3)           (6)           (1)           (7)
Other lease costs                            (36)           (3)          (39)          (41)           (4)          (45)
Selling, general and administrative
   expenses                                  (16)           (1)          (17)          (15)           (1)          (16)
                                       ---------     ---------     ---------     ---------     ---------     ---------
Operating (loss) before
provision for  income taxes                 (190)          (22)         (212)         (256)          (27)         (283)
Income tax benefit/(charge)                    2             1             3             1             2             3
                                       ---------     ---------     ---------     ---------     ---------     ---------

Net Loss before cumulative
  effect of change in accounting
  principle, adoption of SFAS 133           (188)          (21)         (209)         (255)          (25)         (280)

Cumulative effect of change in
  accounting principle, adoption
  of SFAS 133                                  5             -             5             -             -             -

                                       ---------     ---------     ---------     ---------     ---------     ---------
Net (loss)                                  (183)          (21)         (204)         (255)          (25)         (280)
                                       =========     =========     =========     =========     =========     =========
</TABLE>

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


                                       5
<PAGE>


                                AIRPLANES GROUP

         UNAUDITED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

<TABLE>
                                                                   Three Months Ended September 30,
                                          -------------------------------------------------------------------------------------
                                                             2001                                         2002
                                          ----------------------------------------     ----------------------------------------
                                           Airplanes      Airplanes                     Airplanes      Airplanes
                                            Limited         Trust        Combined        Limited         Trust        Combined
                                          ----------     ----------     ----------     ----------     ----------     ----------
                                                         ($millions)                                 ($millions)
<S>                                              <C>            <C>           <C>            <C>             <C>           <C>
Loss for the period                              (88)           (12)          (100)          (138)           (15)          (153)

Other Comprehensive Loss
 - Net change in cashflow hedges                 (26)            (3)           (29)           (31)            (3)           (34)

                                          ----------     ----------     ----------     ----------     ----------     ----------
                                                (114)           (15)          (129)          (169)           (18)          (187)
                                          ==========     ==========     ==========     ==========     ==========     ==========
</TABLE>

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


                                       6
<PAGE>


                                AIRPLANES GROUP

          UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

<TABLE>
                                                                     Six Months Ended September 30,
                                             -------------------------------------------------------------------------------
                                                              2001                                      2002
                                             -------------------------------------     -------------------------------------
                                             Airplanes     Airplanes                   Airplanes     Airplanes
                                              Limited        Trust       Combined       Limited        Trust        Combined
                                             ---------     ---------     ---------     ---------     ---------     ---------
                                                          ($millions)                               ($millions)
<S>                                               <C>            <C>          <C>           <C>            <C>          <C>
Loss for the period                               (183)          (21)         (204)         (255)          (25)         (280)

Other Comphrensive Loss
 - Cumulative effect of accounting changes         (35)           (3)          (38)            -             -             -
 - Net change in cashflow hedges                   (24)           (3)          (27)          (51)           (5)          (56)

                                             ---------     ---------     ---------     ---------     ---------     ---------
                                                  (242)          (27)         (269)         (306)          (30)         (336)
                                             =========     =========     =========     =========     =========     =========
</TABLE>

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


                                       7
<PAGE>


                                AIRPLANES GROUP

    UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT/NET LIABILITIES

           Six Months Ended September 30, 2002 and September 30, 2001

<TABLE>
                                               Airplanes Limited                             Airplanes Trust             Combined
                              -------------------------------------------------  -------------------------------------  ------------
                                Share                    Other     Shareholders'     Net         Other    Shareholders  Shareholders
                               Capital    Earnings   Comprehensive    Deficit    Liabilities Comprehensive   Deficit    Deficit/ Net
                                                         Loss                                    Loss                   Liabilities
                              -------------------------------------------------  -------------------------------------  -----------
                              ($millions) ($millions)  ($millions)  ($millions)  ($millions)  ($millions)  ($millions)  ($millions)
<S>                                   <C>    <C>             <C>       <C>             <C>            <C>       <C>         <C>
Balance at March 31, 2001
  (as originally reported)            -       1,879            -        1,879           198            -         198         2,077
Restatement                                     (83)          35          (48)           (3)           3           -           (48)
                              ---------   ---------    ---------    ---------     ---------    ---------   ---------     ---------
Balance at March 31, 2001
  (as restated)                       -       1,796           35        1,831           195            3         198         2,029

Net loss for the period               -         183                       183            21                       21           204

Other Comprehensive Loss              -           -           24           24                          3           3            27

                              ---------   ---------    ---------    ---------     ---------    ---------   ---------     ---------
Balance at September 30, 2001         -       1,979           59        2,038           216            6         222         2,260
                              =========   =========    =========    =========     =========    =========   =========     =========


Balance at March 31, 2002             -       2,454           33        2,487           270            3         273         2,760

Net loss for the period               -         255            -          255            25            -          25           280

Other Comprehensive Loss              -           -           51           51                          5           5            56

                              ---------   ---------    ---------    ---------     ---------    ---------   ---------     ---------
Balance at September 30, 2002         -       2,709           84        2,793           295            8         303         3,096
                              =========   =========    =========    =========     =========    =========   =========     =========
</TABLE>

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


                                       8
<PAGE>


                                AIRPLANES GROUP

                  UNAUDITED CONDENSED STATEMENTS OF CASHFLOWS

<TABLE>
                                                                         Six Months Ended September 30,
                                                 -------------------------------------------------------------------------------
                                                                  2001                                      2002
                                                 -------------------------------------     -------------------------------------
                                                 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                                              (183)          (21)         (204)         (255)          (25)         (280)
Adjustment to reconcile (net loss)
to net cash provided by operating activities:
Depreciation                                            76             7            83            67             4            71
Aircraft maintenance, net                               12            (1)           11            17             3            20
Profit on disposal of aircraft                           -             -             -             -             -             -
Deferred income taxes                                   (2)           (1)           (3)           (1)           (2)           (3)
Provision for bad debts                                  2             1             3             6             1             7
Accrued and deferred interest expense                  174            18           192           232            23           255

Changes in operating assets & liabilities:
Accounts receivable                                     (2)           (2)           (4)           (2)           (1)           (3)
Intercompany account movements                          (7)            7             -            (1)            1             -
Other accruals and liabilities                         (13)            -           (13)           (1)           (2)           (3)
Other assets                                             -             4             4            (2)            4             2

                                                 ---------     ---------     ---------     ---------     ---------     ---------
Net cash provided by operating activities               57            12            69            60             6            66
                                                 =========     =========     =========     =========     =========     =========


Cash flows from investing activities
Purchase/Sale of aircraft                                2             -             2             3             -             3
Capital and sales type leases                            7             -             7             2             -             2
Net cash provided by
                                                 ---------     ---------     ---------     ---------     ---------     ---------
investing activities                                     9             -             9             5             -             5
                                                 =========     =========     =========     =========     =========     =========

Cash flows from financing activities
Decrease in indebtedness                              (120)          (12)         (132)          (65)           (6)          (71)

                                                 ---------     ---------     ---------     ---------     ---------     ---------
Net cash used in financing activities                 (120)          (12)         (132)          (65)           (6)          (71)
                                                 =========     =========     =========     =========     =========     =========

Net (decrease)/ increase in cash                       (54)            -           (54)            -             -             -

Cash at beginning of period                            191             6           197           136             6           142
                                                 ---------     ---------     ---------     ---------     ---------     ---------

Cash at end of period                                  137             6           143           136             6           142
                                                 =========     =========     =========     =========     =========     =========

Cash paid in respect of:
Interest                                                94             9           103            84             8            92
                                                 =========     =========     =========     =========     =========     =========
</TABLE>


                                       9
<PAGE>


                                Airplanes Group

Notes to the Unaudited Condensed Financial Statements

1.   Basis of Preparation

The accompanying unaudited condensed financial statements of 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" and together with Airplanes Limited, "Airplanes
Group") and the combined unaudited condensed balance sheets, statements of
operations, statements of comprehensive income/(loss), 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 in conformity with United States generally accepted accounting
principles. The financial statements are presented on a historical cost basis.

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 September 30, 2002
and for the three and six month periods ended September 30, 2002 and September
30, 2001. Such adjustments are of a normal, recurring nature. The results of
operations for the three and six month periods ended September 30, 2002 are not
necessarily indicative of the results to be expected for the full year.

References to Airplanes Group in these notes to the unaudited condensed
financial statements relate to Airplanes Limited and Airplanes Trust on a
combined or individual basis as applicable and in this respect, we use "we",
"us" and "our" to refer to Airplanes Group and its subsidiaries and Airplanes
Pass Through Trust.

Recent Events

In the three month period to September 30, 2002 we have continued to suffer
from a very difficult business environment for the commercial aircraft industry
in the light of global economic conditions, as exacerbated by the terrorist
attacks of September 11, 2001 and the subsequent and continuing political and
economic fallout. As previously reported the resulting reduction in passenger
numbers and consequential reduction in flight schedules by airlines has caused
a decline in demand for aircraft. Demand for freighter aircraft has also
fallen. Some carriers have filed for bankruptcy or consolidated, whilst others,
including many of our lessees, have suffered large losses or face severe
financial difficulties. Oversupply of aircraft has resulted in increased
aircraft downtime, aircraft being parked, a fall in market value of aircraft
(especially older technology and less fuel-efficient aircraft or models no
longer in production) and lower lease rates throughout the industry. We have
ourselves experienced increased time between redelivery and re-leasing of
aircraft, a decline in lease rates upon re-leasing or extensions of leases,
requests from certain of our lessees to restructure their leases and/or allow
rental holidays, deferrals or early returns of aircraft, and a decline in sales
prices for our aircraft. Oil prices are liable to be volatile, and may rise
significantly if the U.S. undertakes military action in the Middle East, which
would adversely affect our lessees. Additionally, it has been difficult and
expensive for lessees to


                                      10
<PAGE>


obtain the level of insurance coverage required under the leases, and in many
cases, they rely on short-term government solutions. If these are not renewed
and the insurance market does not provide required coverage, it may be
necessary for aircraft to be grounded. In addition, we currently expect new
Airworthiness Directives ("ADs") to be issued to improve security on aircraft,
the costs of compliance with which, to the extent that they are not the
responsibility of lessees under their leases or if the aircraft are not on
lease, will be our responsibility. See "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Compliance with
Governmental and Technical Regulation" below.

We are currently ahead of the required class A minimum principal payment
schedule to the extent of $119.2 million because of accelerated principal
payments resulting from payment of class A principal adjustment amounts.
Accordingly, no payments are currently due in respect of the minimum principal
amount on the class A notes. However, in light of our current and expected cash
performance, we anticipate that we will not be able to continue paying class A
principal adjustment amount in full and therefore, in time, we will no longer
be ahead of the required class A minimum principal payment schedule. We expect
this to occur in the latter half of 2003, when we will have to recommence
payments of minimum principal on the class A notes. Since minimum principal on
the class A notes ranks ahead of interest and minimum principal on the class B
notes and interest on the class C and class D notes in the order of priority,
and, given our current expectations as to our future performance, we believe
that our cash flows may be inadequate to pay interest and minimum principal on
the class B notes and interest on the class C and D notes in the latter half of
2003.

Our actual results may differ from our current expectations. However, such
differences as may arise are only likely to affect the timing of when we may
cease to pay interest and minimum principal on the class B notes and interest
on the class C and class D notes.

In the event that cash flows are inadequate to pay interest and minimum
principal on the class B notes and interest on the class C and D notes, it is
likely to be a long period of time before we will be able to resume making any
payments on these notes. Further, in these circumstances, we may be unable to
repay in full principal on some or all of these classes of notes by their final
maturity date. The more junior the class of notes is in the order of priority,
the greater the risk that we may be unable to repay in full principal on that
class of notes by its final maturity date. In addition, to the extent that we
do resume making payments on these notes, payments will be made according to
the priority of payment, commencing with the then most senior class and only
making payments on more junior classes to the extent of available cash flows. A
failure to make payments on a class of notes will result in failure to make
payments on the corresponding class of certificates.

The vulnerability of the various classes of notes has been reflected in actions
taken by the rating agencies which re-evaluated several structured aircraft
financings in the wake of the terrorist attacks in the United States on
September 11, 2001, as discussed in our Annual Report on Form 10-K filed on
June 25, 2002. As disclosed in our previous filing on Form 10-Q there have also
been a number of rating actions in the three months ended September 30, 2002.


                                      11
<PAGE>


On July 15, 2002 Standard and Poor's downgraded the class B certificates from A
to CCC, the class C certificates from BB+ to CCC and the Class D certificates
from B- to CCC. All classes remain on credit watch negative with Standard and
Poor's with a decision on the class A certificates pending further analysis. On
July 17, 2002 Moody's announced that it was placing all classes of our
certificates on credit watch for possible downgrade. On August 9, 2002 Moody's
downgraded the subclass A-6 certificates from Aa2 to A1, the subclass A-8
certificates from Aa2 to A3 and the subclass A-9 certificates from Aa2 to Baa2.
Moody's also downgraded the class B certificates from A2 to Caa2, the class C
certificates from Ba3 to Caa3 and the class D certificates from B2 to Ca.

Given the continuing difficulties in the aircraft industry and their impact on
the factors which determine our revenues, there can be no assurance that the
rating agencies will not further downgrade any class of our certificates.

The ratings of the certificates address the likelihood of the timely payment of
interest and the ultimate payment of principal and premium, if any, on the
certificates on their final maturity date. A rating is not a recommendation to
buy, sell or hold certificates because ratings do not comment as to market
price or suitability for a particular investor. A rating may be subject to
revision, suspension or withdrawal at any time by the assigning rating agency.

New Accounting Pronouncement

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-lived Assets," which
supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-lived Assets to be disposed of". SFAS 144 established additional
criteria to determine when a long-lived asset is held for sale. It also
broadens the definition of "discontinued operations", but does not allow for
the accrual of future operating losses, as was previously permitted. SFAS 144
is effective for fiscal years beginning after December 15, 2001, and interim
periods within those fiscal years, with early application encouraged. The
provisions of SFAS 144 are generally to be applied prospectively. We have
adopted SFAS 144 as of April 1, 2001 and the provisions of SFAS 144 were
applied in the determination of the impairment charge in the third quarter of
the fiscal year ended March 31, 2002.

Loss-Making Lease Provisions

Prior to the fourth quarter of the year ended March 31, 2002, we deemed a lease
agreement 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 and we recorded
provisions therefor. For these purposes, interest was allocated to individual
aircraft based on the weighted average interest cost of the 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). In the fourth
quarter of the year ended March 31, 2002, we determined that this provision and
related reserve was not appropriate under authoritative accounting literature
and we therefore eliminated such provision. All prior periods presented in our
financial


                                      12
<PAGE>


statements have been restated to reflect this change.

This change resulted in a decrease in the net loss of $15 million (Airplanes
Limited: $15 million; Airplanes Trust: $Nil) in the six month period ended
September 30, 2001.

2.   Securitization Transaction

On March 28, 1996 (the "Closing Date"), debis AirFinance Ireland plc ("debis
AirFinance Ireland") (formerly AerFi Group plc) and its subsidiary undertakings
(collectively "debis AirFinance") refinanced on a long-term basis certain
indebtedness due to commercial banks and other senior secured lenders. The
refinancing was effected through a major aircraft securitization transaction
(the "Transaction").

Under the terms of the Transaction, the following special purpose vehicles were
formed: Airplanes Limited, a special purpose company formed under the laws of
Jersey, Channel Islands, and Airplanes U.S. Trust, a trust formed under the
laws of Delaware. Airplanes Group acquired directly or indirectly from debis
AirFinance a portfolio of 229 commercial aircraft and related leases. The
Transaction was effected by a sale to Airplanes Limited and Airplanes Trust of
100% of the stock of the existing subsidiaries of debis AirFinance that owned
and leased the aircraft.

Simultaneously with such transfers, we issued notes of $4,048 million in
aggregate principal amount in four classes: class A, class B, class C and class
D, with approximately 90% of the principal amount of the notes in each class
being issued by Airplanes Limited and approximately 10% by Airplanes Trust. We
also issued class E notes of $604 million which are subordinate to the class A
- D notes and these class E notes were acquired by debis AirFinance as part
consideration for the transfer to us 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.

On March 16, 1998, we completed a refinancing of $2,437 million of class A and
class B notes. On November 20, 1998, debis AirFinance Ireland and its
subsidiary, debis AirFinance Inc. (formerly AerFi, Inc.) transferred their
class E notes to General Electric Capital Corporation.

On March 15, 2001, we completed a refinancing of $750 million of class A notes.

Indebtedness at September 30, 2002 represents the aggregate of the outstanding
class A - D notes and class E notes as set out in more detail in "Item 3.
Quantative and Qualitative Disclosures about Market Risks" (net of
approximately $0.2 million of discounts on issue and net of $13 million of
class E notes subsequently canceled as referred to above). Airplanes Limited
and Airplanes Trust have each fully and unconditionally guaranteed each others'
obligations under the relevant notes (the "Guarantees").

The accompanying financial statements of Airplanes Limited and Airplanes Trust
(pages 1 to 14) have been prepared in accordance with United States generally
accepted accounting principles for interim financial information and in
accordance with the requirements of the Report on Form 10-Q. Consequently, they
do not include all the disclosure normally required by United States generally
accepted accounting


                                      13
<PAGE>


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, 2002, previously filed with the
Securities and Exchange Commission.


                                      14
<PAGE>


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

Introduction

We are in the business of leasing aircraft to aircraft operators around the
world. At September 30, 2002, we owned 183 aircraft, 168 of which were on lease
to 61 lessees in 32 countries.

On March 28, 1996, we established eight separate pass through trusts to issue
and sell $4,048 million in aggregate principal amount of subclass A-1, A-2,
A-3, A-4 and A-5 and class B, C and D pass through certificates in an
underwritten offering. We used the proceeds from this offering, together with
the proceeds from the sale of the class E notes of Airplanes Limited and
Airplanes Trust to debis AirFinance Ireland plc (then known as GPA Group plc)
to acquire a portfolio of 229 aircraft from debis AirFinance Ireland and its
subsidiaries. We use the rental payments that we receive from leasing the
aircraft to pay interest and principal on this debt. On March 16, 1998, we
established four additional pass through trusts to issue and sell $2,437
million in aggregate principal amount of subclass A-6, A-7 and A-8 and class B
certificates in connection with the refinancing of our subclass A-1, A-2 and
A-3 and class B certificates. On November 20, 1998, GE Capital acquired a
majority of the class E notes from debis AirFinance Ireland (then known as
AerFi Group) and its subsidiaries. On that date, a subsidiary of debis
AirFinance Ireland also granted GE Capital an option to acquire the residual
interest in Airplanes Trust. The subclass A-5 certificates were fully repaid as
of May 15, 1998.

We established a new pass through trust on March 15, 2001 to issue and sell
$750 million in aggregate principal amount of subclass A-9 certificates which
rank equally in right of payment with our outstanding subclass A-6 and A-8
certificates. We used the proceeds from this offering to refinance our subclass
A-4 and A-7 certificates.

As of September 30, 2002 we had the following publicly traded notes
outstanding:

                                               $ million
Class A                                            1,660
Class B                                              250
Class C                                              350
Class D                                              395
                                               ---------
                                                   2,655
                                               =========

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:

     o    Airplanes Limited and Airplanes Trust are not intended to be regarded
          as separate businesses but rather on the basis of one combined
          aircraft fleet.

     o    Each of Airplanes Limited and Airplanes Trust has fully and
          unconditionally guaranteed the performance of the other under their
          respective notes.


                                      15
<PAGE>


The notes and 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 our business consists of aircraft operating lease
activities. However, we may also engage in aircraft sales subject to certain
limitations and guidelines. Our revenues and operating results 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 us and (iii) our financial
resources and liquidity position relative to our competitors who may possess
substantially greater financial resources.

This quarterly Report on Form 10-Q contains forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements involve risks and uncertainties. Statements in this document which
are not historical facts are hereby identified as "forward-looking statements"
for the purpose of the safe harbour provided by Section 21E of the Securities
Exchange Act of 1934. In most cases, you can identify these forward looking
statements by such terms as "may", "should", "expect", "plan", "believe",
"estimate", "potential", "continue" or similar terms that relate to the future
or express uncertainty. Our actual results and business experience could differ
materially from those anticipated in these forward looking statements. In
evaluating these statements, you should specifically consider various factors,
including risk factors disclosed in our Annual Report on Form 10-K for the
fiscal year ended March 31, 2002.

Recent Developments

Overview

In the three month period to September 30, 2002 we have continued to suffer
from a very difficult business environment for the commercial aircraft
industry. As previously reported the reduction in passenger numbers and
consequential reduction in flight schedules by airlines has caused a decline in
demand for aircraft. Demand for freighter aircraft has also fallen. Some
carriers have filed for bankruptcy or consolidated, whilst others, including
many of our lessees, have suffered large losses or face severe financial
difficulties. Oversupply of aircraft has resulted in increased aircraft
downtime, aircraft being parked, a fall in market value of aircraft (especially
older technology and less fuel-efficient aircraft or models no longer in
production) and lower lease rates throughout the industry. We have ourselves
experienced increased time between redelivery and re-leasing of aircraft, a
decline in lease rates upon re-leasing or extensions of leases, requests from
certain of our lessees to restructure their leases and/or allow rental
holidays, deferrals or early returns of aircraft, and a decline in sales prices
for our aircraft. Oil prices are liable to be volatile and may rise
significantly if the US undertakes military action in the Middle East, which
would adversely affect our lessees. Additionally, it has been difficult and
expensive for lessees to obtain the level of insurance coverage required under
the leases, and in many cases, they rely on short-term government solutions. If
these are not renewed and the insurance market does not


                                      16
<PAGE>


provide required coverage, it may be necessary for aircraft to be grounded. In
addition, we currently expect new ADs to be issued to improve security on
aircraft, the costs of compliance with which, to the extent that they are not
the responsibility of lessees under their leases or if the aircraft are not on
lease, will be our responsibility. See " - Compliance with Governmental and
Technical Regulation" below.

Restructurings

We have already seen a substantial number of rental restructurings, typically
involving the rescheduling of rental payments over a specified period and/or
the reduction of current rentals usually in return for extensions of the
relevant leases. These arrangements can also include forgiveness of amounts in
respect of rental arrears. While the servicer attempts to limit concessions,
the current worldwide commercial aircraft market is characterized not only by a
large number of weak lessees, but also by overcapacity of available aircraft in
almost every aircraft category and restructuring of leases is often the only
way to keep our aircraft in use and earning revenues. We expect we may have to
agree to further restructurings with a consequential adverse effect on lease
rates and revenues.

Performance

The performance of our aircraft portfolio has not enabled us to meet either the
assumptions contained in our offering memorandum dated March 28, 1996 (the
"1996 Base Case") or the assumptions contained in our offering memorandum dated
March 15, 2001 (the "2001 Base Case"). In light of lease restructurings and a
weak leasing market generally, we are generating revenues at significantly
lower levels than we had expected and at levels which we believe may be
inadequate to pay interest and minimum principal on the class B notes and
interest on the class C and D notes in the latter half of 2003.

Specifically, as a result of the greater than expected decline in value of the
aircraft in our portfolio, we have been required to pay class A principal
adjustment amount to the extent of available cash flows in April and May 1998
and since February 1999. Since class A principal adjustment amount ranks ahead
of scheduled principal payments on the class C and D notes, we were unable to
make certain scheduled principal payments on the class C and D notes between
April 1999 and March 2000, and, since April 2000, we have not paid any
scheduled principal on the class C and D notes or paid any minimum interest on
the class E notes.

We are currently ahead of the required class A minimum principal payment
schedule to the extent of $119.2 million because of accelerated principal
payments resulting from payment of class A principal adjustment amounts.
Accordingly, no payments are currently due in respect of the minimum principal
amount on the class A notes. However, in light of our current and expected cash
performance, we anticipate that we will not be able to continue paying class A
principal adjustment amount in full and therefore, in time, we will no longer
be ahead of the required class A minimum principal payment schedule. We expect
this to occur in the latter half of 2003, when we will have to recommence
payments of minimum principal on the class A notes. Since minimum principal on
the class A notes ranks ahead of interest and minimum principal on the class B
notes and interest on the class C and class D notes in the order of priority,
and, given our current expectations as to our future


                                      17
<PAGE>


performance, we believe that our cash flows may be inadequate to pay interest
and minimum principal on the class B notes and interest on the class C and D
notes in the latter half of 2003.

Our actual results may differ from our current expectations. However, such
differences as may arise are only likely to affect the timing of when we may
cease to pay interest and minimum principal on the class B notes and interest
on the class C and class D notes.

In the event that cash flows are inadequate to pay interest and minimum
principal on the class B notes and interest on the class C and class D notes,
it is likely to be a long period of time before we will be able to resume
making any payments on these notes. Further, in these circumstances, we may be
unable to repay in full principal on some or all of these classes of notes by
their final maturity date. The more junior the class of notes is in the order
of priority, the greater the risk that we may be unable to repay in full
principal on that class of notes by its final maturity date. In addition, to
the extent that we do resume making payments on these notes, payments will be
made according to the priority of payment, commencing with the then most senior
class and only making payments on more junior classes to the extent of
available cash flows. A failure to make payments on a class of notes will
result in failure to make payments on the corresponding class of certificates.

The vulnerability of the various classes of notes has been reflected in actions
taken by the rating agencies which re-evaluated several structured aircraft
financings in the wake of the terrorist attacks in the United States on
September 11, 2001, as discussed in our Annual Report on Form 10-K filed on
June 25, 2002. As disclosed in our previous filing on Form 10-Q, there have
also been a number of rating actions in the three months ended September 30,
2002.

On July 15, 2002 Standard and Poor's downgraded the class B certificates from A
to CCC, the class C certificates from BB+ to CCC and the class D certificates
from B- to CCC. All classes remain on credit watch negative by Standard and
Poor's with a decision on the class A certificates pending further analysis. On
July 17, 2002 Moody's announced that it was placing all classes of our
certificates on credit watch negative for possible downgrade. On August 9, 2002
Moody's downgraded the subclass A-6 certificates from Aa2 to A1, the subclass
A-8 certificates from Aa2 to A3 and the subclass A-9 certificates from Aa2 to
Baa2. Moody's also downgraded the class B certificates from A2 to Caa2, the
class C certificates from Ba3 to Caa3 and the class D certificates from B2 to
Ca.

Given the continuing difficulties in the aircraft industry and their impact on
the factors which determine our revenues, there can be no assurance that the
rating agencies will not further downgrade any class of our certificates.

The ratings of the certificates address the likelihood of the timely payment of
interest and the ultimate payment of principal and premium, if any, on the
certificates on their final maturity date. A rating is not a recommendation to
buy, sell or hold certificates because ratings do not comment as to market
price or suitability for a particular investor. A rating may be subject to
revision, suspension or withdrawal at any time by the assigning rating agency.


                                       18
<PAGE>


Aircraft Sales

Our indentures restrict our ability to sell aircraft. Sales of an aircraft are
generally permitted only if the sales proceeds are at least equal to 105% of
the aggregate outstanding class A to D principal allocable to that aircraft by
reference to the most recent appraised value (the "note target price") or
pursuant to a provision allowing sales which do not meet the note target price
subject to, among other conditions, a $50 million annual limit and a $500
million overall limit (determined in each case by reference to the appraised
value at the original acquisition of the portfolio in 1996). As a result of the
market price for aircraft declining at a rate greater than the decrease in
outstanding principal of the class A to D notes, due to the factors discussed
in " - Recent Developments", any sales of aircraft are less likely to be at or
above note target price. Our ability to generate sales of aircraft at or above
note target price will further decline as we cease to be ahead of the class A
minimum principal payment schedule, as discussed above. Consequently, as we
have already utilised $38 million of the current year's $50 million limit, it
is becoming more likely that this indenture restriction will present a real
impediment to the ability of the servicer to maximize cash flow from the
portfolio. For example it may be in the best economic interests of Airplanes
Group to sell a specific aircraft if a suitable opportunity is available rather
than lease it or have it non-revenue earning, yet the indentures may prohibit
this.

Commercial Opportunities for certain types of our Aircraft

The market for certain aircraft models is currently and expected to remain very
weak. For example, we currently lease three MD-11 aircraft, representing 5.72%
of our fleet by appraised value as of January 31, 2002, to a Latin American
lessee. The leases are due to expire between March and December 2004. We are
examining all possibilities in respect of the remarketing of the MD-11
aircraft, including, subject to the restrictions in our indentures, the
possibility of selling the aircraft or of converting them to freighter
aircraft. Conversion into freighter aircraft would involve substantial cash
expenditures by us. Likewise, we are examining all opportunities for our
DC8-71F aircraft, some of which are currently non revenue earning.

The current market value of these aircraft is such that it is highly unlikely
that we would be able to sell or scrap the aircraft at prices which would meet
the indenture requirements as outlined above.

Remarketing

At September 30, 2002, we had forty seven aircraft scheduled to be remarketed
before September 30, 2003. These comprise three B737-300s / 400s, four
B737-200As, eleven DHC8s, one MD-83, nine DC8s, two B767s, two A300s, one A320,
three Metro IIIs, five DC9s, four ATR42s, one B737-500 and one B757-200.
Furthermore, in light of existing negotiations with certain lessees, we expect
we will also experience early redeliveries of aircraft prior to their
contractual lease expiries. As a result of the current over supply of aircraft
in the market place, we will experience difficulties in placing certain of
these aircraft. To the extent that we suffer significant delays in placing
these aircraft, we will incur substantial downtime and new lease rates are also
likely to be lower, and in some cases materially lower, than lease rates
currently applicable. However, we believe that


                                      19
<PAGE>


there have been no further changes in circumstances since March 2002 which
would require additional aircraft impairment provisions.

Amendments to Service Provider Agreements

The Board of Directors of Airplanes Limited and the Controlling Trustees of
Airplanes Trust have recently negotiated a reduction in the level of
Administrative Agency and Cash Management fees from the current $6.25 million
per annum to $5.65 million in return for an increase in the notice period for
termination of such agreements from 120 days to 180 days. This new level of
fees will be effective as of April 1, 2002 and will be adjusted annually for
inflation, commencing April 1, 2003.

The Lessees

Europe:
At September 30, 2002 we leased 54 aircraft which represented 35.55% of our
portfolio by appraised value at January 31, 2002 to operators in Europe.

We agreed to the early redelivery of one MD-83 aircraft representing 0.48% of
our portfolio by appraised value as of January 31, 2002 by a Macedonian former
lessee in the year ended March 31, 2002. The servicer continues to discuss the
settlement of outstanding amounts under the former lease.

One Turkish lessee of one A300 aircraft, representing 0.42% of our portfolio by
appraised value as of January 31, 2002, has entered into an agreement relating
to the repayment of arrears. This deferral of obligations is to be repaid over
a period of 10 months. At September 30, 2002 the lessee had repaid all deferred
amounts in accordance with this agreement.

Other

One lessee of two B737-200A aircraft in Kazakhstan, representing 0.23% of our
portfolio by appraised value as of January 31, 2002, entered into an agreement
to restructure its obligations and had repaid all deferred amounts in
accordance with the terms of this restructuring as of September 30, 2002.

North America

At September 30, 2002 we leased 24 aircraft representing 18.29% of our
portfolio by appraised value as of January 31, 2002, to operators in North
America.

In the three month period ended June 30, 2002, the servicer, following
discussions with a North American former lessee agreed to the early return of
the three aircraft with the lessee paying compensation for lost rentals and
redelivery conditions. Two of the aircraft are currently being remarketed and
one has been re-leased.

During the three month period ended September 30, 2002, the servicer has
continued to have discussions with one US former lessee of two B737-200A
aircraft, representing 0.3%


                                      20
<PAGE>


of our portfolio by appraised value at January 31, 2002 regarding the
settlement of the lessee's arrears. The lessee is now in bankruptcy.

In the quarter ended September 30, 2002, we leased one aircraft, representing
0.17% of our portfolio by appraised value as of January 31, 2002, to a US
lessee. On August 11, 2002 the airline filed for protection from its creditors.
The aircraft was redelivered during the quarter and the servicer is preparing a
claim for filing with the court for all amounts due.

Latin America

At September 30, 2002, lessees with respect to 24.46% of the aircraft by
appraised value as of January 31, 2002 operated in Latin America, principally
Brazil, Mexico, Colombia and Chile. The prospects for lessee operations in
these countries depend in part on the general level of political stability and
economic activity and policies in those countries. Further developments in the
political systems or economies of these countries or the implementation of
future governmental policies in these countries may materially affect these
lessees' operations.

Economic volatility may increase in these and other emerging markets in the
aftermath of the current global economic slowdown and the events of September
11, 2001, which may cause further difficulties for our lessees.

The servicer has completed discussions with a Brazilian lessee regarding its
obligations under its leases. This lessee of three MD-11 aircraft, representing
5.72% of our portfolio by appraised value as of January 31, 2002, due to
trading difficulties, is currently in arrears. During the three month period
ended September 30, 2002, a restructuring agreement was signed with the lessee
providing for the payment of arrears through the utilisation of security
deposits without any further changes to the lease terms. The lessee continues
to perform in line with the terms of this restructuring.

A second Brazilian lessee of eight F-100 aircraft representing 2.75% of our
portfolio by appraised value as of January 31, 2002, has signed a restructuring
agreement which provides for rental deferrals of 35% to 50% for the period to
December 2002, with repayment before the expiry of the current leases in 2007
and 2008. The lessee has recently grounded a significant portion of its F-100
fleet but has to date continued to meet its obligations to us.

During the three months ended September 30, 2002, a Brazilian lessee of three
B737-500 aircraft, representing 2.05% of our portfolio by appraised value at
January 31, 2002 was in arrears. The lessee entered into a restructuring of the
obligations under its leases. The lessee was granted a deferral of 50% of
rentals for the six month period to March 2002 with repayment to commence in
March 2003 over a thirty six month period.

One Mexican lessee of eight F-100 aircraft representing 2.91% of our portfolio
by appraised value as of January 31, 2002 has contracted to extend the leases
for an average period of 24 months from current expiry with a reduction in
rentals of approximately 41% with effect from October 2001.


                                      21
<PAGE>


A second Mexican lessee, at September 30, 2002, leased nine aircraft
representing 1.76% of our portfolio by appraised value as of January 31, 2002.
On October 31, 2002 one of these aircraft, a DC9-32 operated by the lessee,
skidded off a runway following a landing during heavy rain. There were no
fatalities. The aircraft is currently being assessed by the insurers.

At September 30, 2002, we leased ten aircraft, representing 6.59% of our
portfolio by appraised value at January 31, 2002 to two Colombian lessees.
Continued weakness in the value of the Colombian Peso, as well as general
deterioration in the Colombian economy, may mean that these lessees will be
unable to generate sufficient revenues in the Colombian currency to pay the US
dollar denominated rental payments under the leases.

At September 30, 2002 we leased seven aircraft (included above) to one
Colombian lessee, representing 5.28% of our portfolio by appraised value at
January 31, 2002. On September 27, 2001, the servicer signed a restructuring
agreement with the lessee including lease extensions, rental reductions and
deferrals. The lessee is currently in arrears and the servicer has agreed to a
50% deferral of rentals for three months to be repaid over six months from
January 2003.

Asia and the Far East

As of March 31, 2002, 28 aircraft representing 14.37% of our portfolio by
appraised value as of January 31, 2002 were on lease to 12 lessees in this
region. The commercial aircraft industry in Asia was adversely affected by the
severe economic and financial difficulties experienced in the region during
1998 and 1999. Since 1999, there has been some stabilization and recovery in
the economies of this region. On October 12, 2002, Bali was the location of
what is believed to be a terrorist attack. It is unclear at this time what
effect if any this may have on the aviation industry in this region, but any
unfavourable effect may adversely affect demand for aircraft in the region.

During the year to March 31, 1999, a rescheduling agreement was signed with a
Philippine lessee which committed to pay its outstanding arrears of $2.7
million over the 36 months to September 2002. As of September 30, 2002 the
lessee has repaid in full its obligations in accordance with the rescheduling
agreement.

Compliance with Governmental and Technical Regulation

Aviation authorities periodically issue ADs and other operational requirements
typically requiring particular maintenance actions or modifications to be
carried out on specified aircraft types within a certain period of time. In
addition to the ADs discussed below, we currently expect that the U.S. Federal
Aviation Administration (the "FAA") and other aviation authorities may issue
further ADs to improve security on aircraft. One such requirement is the
installation of enhanced Ground Proximity Warning System ("GPWS") in all
aircraft by 2005, which has been mandated by the FAA and the European Joint
Airworthiness Authorities. GPWS is an avionics system, which detects an
aircraft's proximity to the earth. The enhanced version enables the system to
correlate the aircraft's


                                      22
<PAGE>


current position with a database of obstructions in the horizontal plane (high
mountain peaks, buildings, antennae etc.). All new generation Airbus and Boeing
aircraft have GPWS and require only a software upgrade. For 180 of our
aircraft, installation of GPWS will require the full modification, some of
which we expect will be completed under cost sharing arrangements with lessees.
The estimated cost to implement this modification is $120,000 per aircraft. To
the extent that compliance with this or any further such ADs is not the
responsibility of lessees under their leases, or if the aircraft are not on
lease, we may incur significant costs, which could impact adversely our results
of operations.

The FAA issued an AD concerning insulation for the purpose of increasing fire
safety on MD-80 and MD-11 aircraft. At September 30, 2002, 29 aircraft
representing 20.36% of the portfolio by appraised value as of January 31, 2002,
were MD-11s and MD-80s. We will incur significant costs in ensuring these
aircraft comply with these standards. It is estimated that the necessary
modification of the 29 aircraft will cost approximately $13.7 million. To date,
we have completed the modification of nine aircraft at a cost of $4.3 million.
We expect to complete the modification of a further three aircraft by December
31, 2002 at an estimated cost of approximately $1.4 million and to modify the
remaining seventeen aircraft by December 31, 2005 at an estimated cost of $8.0
million.

The FAA has recently issued an AD mandating the modification of affected lap
joints on Boeing 737 aircraft when an aircraft has completed 50,000 cycles. The
estimated cost to implement those modifications for each aircraft is
approximately $230,000. Based on the current cycles completed to date by our 58
Boeing 737 aircraft, representing 34.00% of our portfolio by appraised value at
January 31, 2002, our Boeing 737 aircraft are not likely to require these
modifications prior to 2007. However, after that date we will incur significant
costs in ensuring our Boeing 737 aircraft comply with these standards, which
could impact adversely our results of operations.

The FAA has recently issued an AD affecting all Boeing 737 aircraft, mandating
the installation of a new rudder power control unit and changes to adjacent
systems in order to rectify an unsafe condition which has led to a jammed or
restricted control of the rudder in the past. The average cost per aircraft of
these modifications is expected to be approximately $184,000 and is to be
completed before November 2008. If the costs are not the responsibility of some
or all lessees under their leases, or if the aircraft are not on lease, we
could incur significant costs in ensuring that our Boeing 737 aircraft comply
with these modifications, which could impact adversely our results of
operations.

In light of the events of September 11, 2001, the FAA has issued Special
Federal Aviation Regulation Amendments mandating the installation of ballistic
and blunt impact resistance flight doors allowing for controlled cockpit access
as well as emergency ingress and egress to and from the cockpit before April
2003. Other aviation authorities are expected to mandate similar requirements
before November 2003. The estimated cost varies across aircraft type depending
on the current door configuration but averaging approximately $40,000. There
may be further requirements in this area relating to transponder upgrades and
on board video surveillance systems in the near future. As regulations
currently stand the majority of aircraft will be modified by the operator with
no cost to the lessor, however this may increase remarketing costs for aircraft
currently off lease or due to shortly to be returned to us over the next twelve
to eighteen months.


                                      23
<PAGE>


Results of Operations - Three Months Ended September 30, 2002 Compared with
Three Months Ended September 30, 2001.

Airplanes Group's results for the three months ended September 30, 2002
reflected a continuation of the already apparent difficult trading conditions
for the aviation industry. The events of September 11, 2001 exacerbated an
already difficult situation, giving rise to the requirement for impairment
provisions in the year ended March 31, 2002 and to lessees seeking a variety of
rental restructurings including rental reductions and deferrals. These factors
will continue to have a significant adverse impact in future periods, although
various factors, including the timing of receipts and expenditures and
non-recurring items, can result in short term swings in any particular
reporting period.

Airplanes Group generated $25 million in cash from operations in the three
months ended September 30, 2002 compared to $32 million in the same period of
the previous year. The decrease in cash generated from operations in the three
month period ended September 30, 2002 is primarily attributable to a reduction
in lease revenues due primarily to an increased level of lease restructurings
and to a lesser extent to greater aircraft downtime and previous aircraft
sales. There were no aircraft sales in the three months ended September 30,
2002, compared to the three months ended September 30, 2001 when there were
three sales. Notwithstanding the generation of $25 million in cash from
operations in the three month period ended September 30, 2002, cashflow will
continue to be adversely affected by the factors outlined above. There was a
net loss after taxation for the three months ended September 30, 2002 of $153
million (Airplanes Limited: $138 million; Airplanes Trust: $15 million)
compared to a net loss after taxation for the three months ended September 30,
2001 of $100 million (Airplanes Limited: $88 million; Airplanes Trust: $12
million). The increase in the net loss for the period was primarily
attributable to interest being charged on additional accrued but unpaid class E
note interest and a reduction in revenue due to rental restructurings.

Leasing Revenues

Leasing revenues (which include maintenance reserve receipts which we receive
from certain of our lessees) for the three months ended September 30, 2002 were
$93 million (Airplanes Limited: $89 million; Airplanes Trust: $4 million)
compared with $112 million (Airplanes Limited: $105 million; Airplanes Trust:
$7 million) for the three months ended September 30, 2001. The decrease in 2002
was primarily attributable to a number of lease restructurings including rental
reductions, the number of aircraft being off lease during the three months
ended September 30, 2002 and to the reduction in the number of aircraft on
lease in the period ended September 30, 2002 as a consequence of previous
aircraft sales. At September 30, 2002, we had 168 of our 183 aircraft on lease
(Airplanes Limited: 157 aircraft; Airplanes Trust: 11 aircraft) compared to 182
of our 189 aircraft on lease (Airplanes Limited: 168 aircraft; Airplanes Trust:
14 aircraft) at September 30, 2001.

Depreciation and Amortization

The charge for depreciation and amortization in the three months ended
September 30, 2002 amounted to $35 million (Airplanes Limited: $33 million;
Airplanes Trust: $2 million) as compared with $41 million (Airplanes Limited:
$38 million; Airplanes Trust: $3 million) for the comparative period in 2001.
The reduction in the charge in the three month period


                                      24
<PAGE>


ended September 30, 2002 resulted primarily from the reduced depreciable value
of the fleet following the impairment provisions made in the year ended March
31, 2002 and to a lesser extent, previous aircraft sales.

Aircraft Sales

There were no sales in the three month period ended September 30, 2002.
Aircraft sales revenues of $3 million (Airplanes Limited: $3 million, Airplanes
Trust: $Nil) in respect of the sale of one B737-200A aircraft were received in
the three months ended September 30, 2001. The net book value of the aircraft
sold was $3 million (Airplanes Limited: $3 million, Airplanes Trust: $Nil).

Net Interest Expense

Net interest expense was $177 million (Airplanes Limited: $161 million;
Airplanes Trust: $16 million) in the three month period ended September 30,
2002 compared to $143 million (Airplanes Limited: $130 million; Airplanes
Trust: $13 million) in the three month period ended September 30, 2001. The
increase in the amount of interest charged was primarily due to a combination
of offsetting factors: additional interest charged on accrued but unpaid class
E note interest of $29 million, lower average debt and interest rates in the
three months ended September 30, 2002 and the fact that three month period
ended September 30, 2001 included a net credit of $9 million relating to the
sale of our swaption portfolio.

The weighted average interest rate on the class A - D notes during the three
months ended September 30, 2002 was 6.90% and the average debt in respect of
the class A - D notes outstanding during the period was $2,682 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, effective March 28, 1996).

The weighted average interest rate on the class A - D notes during the three
months to September 30, 2001 was 7.23% and the average debt in respect of the
class A - D notes outstanding during the period was $2,809 million.

The difference for the three months ended September 30, 2002 in Airplanes
Group's net interest expense of $177 million (Airplanes Limited: $161 million;
Airplanes Trust: $16 million) and cash paid in respect of interest of $45
million (Airplanes Limited: $41 million; Airplanes Trust: $4 million) is
substantially accounted for by the fact that interest on the class E notes is
accrued but unpaid.

Net interest expense is stated after deducting interest income earned during
the relevant period. In the three months ended September 30, 2002, Airplanes
Group earned interest income (including lessee default interest) of $1 million
(Airplanes Limited: $1 million; Airplanes Trust: $Nil) compared with $2 million
in the three months ended September 30, 2001 (Airplanes Limited: $2 million;
Airplanes Trust: $Nil).

Bad Debt Provisions

Airplanes Group's practice is to provide specifically for any amounts due but
unpaid by lessees based primarily on the amount due in excess of security held
and also taking into account the financial strength and condition of a lessee
and the economic conditions


                                      25
<PAGE>


existing in the lessee's operating environment. While a number of Airplanes
Group's lessees failed to meet their contractual obligations in the three month
period ended September 30, 2002, 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 in respect of bad and doubtful debts in
the three months ended September 30, 2002 of $7 million (Airplanes Limited: $6
million; Airplanes Trust: $1 million) compared with an overall net charge of $6
million for the three months ended September 30, 2001 (Airplanes Limited: $4
million; Airplanes Trust: $2 million).

Other Lease Costs

Other lease costs, comprising mainly a transfer to the provision for
maintenance and aircraft related technical expenditure associated with
remarketing the aircraft, in the three months ended September 30, 2002 amounted
to $22 million (Airplanes Limited: $20 million; Airplanes Trust: $2 million)
compared with other lease costs of $16 million (Airplanes Limited: $14 million;
Airplanes Trust: $2 million) in the three months ended September 30, 2001.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three month period ended
September 30, 2002 amounted to $8 million (Airplanes Limited: $8 million;
Airplanes Trust: $Nil). This is a comparable expense to that incurred in the
three months ended September 30, 2001 of $8 million (Airplanes Limited: $8
million; Airplanes Trust: $Nil).

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 in the three months ended September 30,
2002 and the three months ended September 30, 2001 include $6 million
(Airplanes Limited: $6 million; Airplanes Trust: $Nil) relating to GECAS
servicing fees.

A further significant element of Airplanes Group's actual selling, general and
administrative expenses reported in the three month period ended September 30,
2002 was $2 million (Airplanes Limited: $2 million; Airplanes Trust: $Nil) in
respect of administrative agency and cash management fees payable to
subsidiaries of debis AirFinance Ireland, similar to the charge of $2 million
for the three month period ended September 30, 2001.

Operating Loss

The operating loss for the three months ended September 30, 2002 was $156
million (Airplanes Limited: $139 million; Airplanes Trust: $17 million)
compared with an operating loss of $100 million for the three months ended
September 30, 2001 (Airplanes Limited: $88 million; Airplanes Trust: $12
million). Airplanes Limited and Airplanes Trust are expected to continue to
report substantial losses in the future.


                                      26
<PAGE>


Taxes

There was a benefit of $3 million (Airplanes Limited: $1 million, Airplanes
Trust : $2 million) in the three months ended September 30, 2002, as compared
with a tax benefit of $2 million (Airplanes Limited: $1 million, Airplanes
Trust: $1 million) for the three months ended September 30, 2001.

Net Loss

The net loss after taxation for the three months ended September 30, 2002 was
$153 million (Airplanes Limited: $138 million; Airplanes Trust: $15 million)
compared with a net loss after taxation for the three months ended September
30, 2001 of $100 million (Airplanes Limited: $88 million; Airplanes Trust: $12
million). Financial Resources and Liquidity

Commentary on Statement of Cashflows

The various factors as discussed above at "Recent Developments" are causing a
significant reduction in our cashflows.

There was a net decrease in the cash balance of $19 million for the three
months ended September 30, 2002, compared with a decrease in the cash balance
of $15 million for the three months ended September 30, 2001. The decrease in
the three month period ended September 30, 2002 was primarily attributable to
the receipt from one lessee of $18.5 million of rentals and maintenance in
compensation for the early redelivery of three DC8 aircraft. This $18.5m was
received following the June 2002 payment date, was included in the June 30,
2002 cash balance and which was subsequently distributed to noteholders in July
2002.

Liquidity

The cash balances at September 30, 2002 amounted to $142 million (Airplanes
Limited: $136 million; Airplanes Trust: $6 million) compared to cash balances
at September 30, 2001 of $143 million (Airplanes Limited: $137 million;
Airplanes Trust: $6 million.)


                                      27
<PAGE>


Operating Activities

Net cash provided by operating activities in the three months ended September
30, 2002 amounted to $25 million (Airplanes Limited: $21 million; Airplanes
Trust: $4 million) compared with $32 million in the three months ended
September 30, 2001 (Airplanes Limited: $27 million; Airplanes Trust: $5
million). This includes cash paid in respect of interest of $45 million in the
three months ended September 30, 2002 (Airplanes Limited: $41 million;
Airplanes Trust: $4 million) compared with $48 million in the three months
ended September 30, 2001 (Airplanes Limited: $44 million; Airplanes Trust: $4
million). The decrease in cash provided by operating activities in the three
month period ended September 30, 2002 is primarily attributable to a reduction
in lease revenues due to lease restructurings and to a lesser extent greater
aircraft downtime and previous aircraft sales.

Investing and Financing Activities

Cash flows provided by investing activities in the three months ended September
30, 2002 were $2 million (Airplanes Limited:$2 million; Airplanes Trust: $Nil)
from capital and sales type leases. In the three months ended September 30,
2001, cash flows provided by investing activities included the receipt of $3
million (Airplanes Limited: $3 million; Airplanes Trust: $Nil) in relation to
the sale of one B737-200A aircraft. Cash provided by capital and sales type
leases was $7 million in the three months ended September 30, 2001 (Airplanes
Limited: $7 million; Airplanes Trust: $Nil).

Cash flows used in financing activities in the three months ended September 30,
2002 primarily reflect the repayment of $46 million of principal on subclass
A-6 notes and class B notes by Airplanes Group (Airplanes Limited: $42 million;
Airplanes Trust: $4 million) compared with $49 million of principal repaid on
subclass A-6 and class B notes by Airplanes Group (Airplanes Limited: $44
million; Airplanes Trust: $5 million) in the three months ended September 30,
2001. The decrease in principal repayments in the three months ended September
30, 2002 as compared to the three months ended September 30, 2001, is
principally as a result of a decrease in cash generated as outlined above.

Indebtedness

Airplanes Group's indebtedness consisted of class A-E notes in the amount of
$3,244 million (Airplanes Limited: $2,956 million; Airplanes Trust: $288
million) at September 30, 2002 and $3,364 million (Airplanes Limited: $3,065
million; Airplanes Trust: $299 million) at September 30, 2001. Airplanes
Group's outstanding publicly traded class A-D notes amounted to $2,655 million
(Airplanes Limited: $2,416 million; Airplanes Trust: $239 million) at September
30, 2002 and $2,773 million (Airplanes Limited: $2,495 million; Airplanes
Trust: $278 million) at September 30, 2001. Airplanes Group had $591 million
class E notes outstanding at September 30, 2002 and September 30, 2001. Within
the publicly traded notes, Airplanes Group has $700 million outstanding in
subclass A-8 notes which have an expected final payment date of March 15, 2003.
In accordance with the terms of the subclass A-8 notes, step-up interest of
0.50% per annum will begin to accrue on these notes from their expected final
payment date in the event they are not repaid in full or refinanced by that
date and will continue to accrue until they are repaid in full or refinanced.
Given current market conditions and the impact these conditions have had on our


                                      28
<PAGE>


performance as compared with the 2001 Base Case, as reflected in the recent
actions taken by the rating agencies, we believe that such a refinancing at
this time would not be economically viable. Under the schedule of required
payment priorities applicable to Airplanes Group, step-up interest is payable
after payment of interest, minimum principal and scheduled principal on the
class A, class B, class C and class D notes and any aircraft modification
payments. To the extent that step-up interest is not paid it will accrue in
accordance with the terms of the subclass A-8 notes. Our ability to pay step-up
interest has not been rated by any of the rating agencies.


                                      29
<PAGE>


Results of Operations - Six Months Ended September 30, 2002 Compared with Six
Months Ended September 30, 2001.

Airplanes Group's results for the six months ended September 30, 2002 reflected
a continuation of the already apparent difficult trading conditions for the
aviation industry. The events of September 11, 2001 exacerbated an already
difficult situation, giving rise to the requirement for impairment provisions
in the year ended March 31, 2002 and to lessees seeking a variety of rental
restructurings including rental reductions and deferrals. These factors will
continue to have a significant adverse impact in future periods, although
various factors, including the timing of receipts and expenditures and
non-recurring items, can result in short term swings in any particular
reporting period.

Airplanes Group generated $66 million in cash from operations in the six months
ended September 30, 2002 compared to $69 million in the same period of the
previous year. The decrease in cash generated from operations in the three
month period ended September 30, 2002 is primarily attributable to a reduction
in lease revenues due primarily to an increased level of lease restructurings
and to a lesser extent to greater aircraft downtime and previous aircraft
sales. This was partially offset by a one time receipt of $18.5 million from
one lessee in compensation for the early redelivery of three DC8 aircraft.
There were three aircraft sales in the six months ended September 30, 2002,
compared to the six months ended September 30, 2001 when there was one sale.
Notwithstanding the generation of $66 million in cash from operations in the
six month period ended September 30, 2002, cashflow will continue to be
adversely affected by the factors outlined above. There was a net loss after
taxation for the six months ended September 30, 2002 of $280 million (Airplanes
Limited: $255 million; Airplanes Trust: $25 million) compared to a net loss
after taxation for the six months ended September 30, 2001 of $204 million
(Airplanes Limited: $183 million; Airplanes Trust: $21 million). The increase
in the net loss for the period was primarily attributable to interest being
charged on additional accrued but unpaid class E note interest and a reduction
in revenue due to rental restructurings.

Leasing Revenues

Leasing revenues (which include maintenance reserve receipts which we receive
from certain of our lessees) for the six months ended September 30, 2002 were
$202 million (Airplanes Limited: $188 million; Airplanes Trust: $14 million)
compared with $226 million (Airplanes Limited: $209 million; Airplanes Trust:
$17 million) for the six months ended September 30, 2001. The decrease in 2002
was primarily attributable to a number of lease restructurings including rental
reductions, the number of aircraft being off lease during the six months ended
September 30, 2002 and to the reduction in the number of aircraft on lease in
the period ended September 30, 2002 as a consequence of previous aircraft
sales. This was offset by the receipt from a US lessee of $18.5 million of
rentals and maintenance in compensation for the early redelivery of three DC8
aircraft. At September 30, 2002, we had 168 of our 183 aircraft on lease
(Airplanes Limited: 157 aircraft; Airplanes Trust: 11 aircraft) compared to 182
of our 189 aircraft on lease (Airplanes Limited: 168 aircraft; Airplanes Trust:
14 aircraft) at September 30, 2001.


                                      30
<PAGE>


Depreciation and Amortization

The charge for depreciation and amortization in the six months ended September
30, 2002 amounted to $71 million (Airplanes Limited: $67 million; Airplanes
Trust: $4 million) as compared with $83 million (Airplanes Limited: $76
million; Airplanes Trust: $7 million) for the comparative period in 2001. The
reduction in the charge in the six month period ended September 30, 2002
resulted primarily from the reduced depreciable value of the fleet following
the impairment provisions made in the year ended March 31, 2002 and to a lesser
extent, previous aircraft sales.

Aircraft Sales

Aircraft sales revenues of $4 million (Airplanes Limited: $4 million, Airplanes
Trust: $Nil) in respect of the sale of two B737-200A aircraft and one DC9-51
aircraft were received in the six months ended September 30, 2002. The net book
value of the aircraft sold was $4 million (Airplanes Limited: $4 million;
Airplanes Trust: $Nil). Sales revenue of $3 million (Airplanes Limited: $3
million; Airplanes Trust; $Nil) in respect of the sale of one B737-200A were
received in the six months ended September 30, 2001. The net book value of the
aircraft sold was $3 million (Airplanes Limited: $3 million; Airplanes Trust;
$Nil).

Net Interest Expense

Net interest expense was $346 million (Airplanes Limited: $315 million;
Airplanes Trust: $31 million) in the six month period ended September 30, 2002
compared to $296 million (Airplanes Limited: $269 million; Airplanes Trust: $27
million) in the six month period ended September 30, 2001. The increase in the
amount of interest charged was primarily due to a combination of offsetting
factors: additional interest charged on accrued but unpaid class E note
interest of $51 million, lower average debt and interest rates in the six
months ended September 30, 2002 and the six month period ended September 30,
2001 included a net credit of $9 million relating to the sale of our swaption
portfolio.

The weighted average interest rate on the class A - D notes during the six
months ended September 30, 2002 was 6.92% and the average debt in respect of
the class A - D notes outstanding during the period was $2,704 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, effective March 28, 1996).

The weighted average interest rate on the class A - D notes during the six
months to September 30, 2001 was 7.32% and the average debt in respect of the
class A - D notes outstanding during the period was $2,838 million.

The difference for the six months ended September 30, 2002 in Airplanes Group's
net interest expense of $346 million (Airplanes Limited: $315 million;
Airplanes Trust: $31 million) and cash paid in respect of interest of $92
million (Airplanes Limited: $84 million; Airplanes Trust: $8 million) is
substantially accounted for by the fact that interest on the class E notes is
accrued but unpaid.

Net interest expense is stated after deducting interest income earned during
the relevant period. In the six months ended September 30, 2002, Airplanes
Group earned interest income (including lessee default interest) of $2 million


                                      31
<PAGE>


(Airplanes Limited: $2 million; Airplanes Trust: $Nil) compared with $4 million
in the six months ended September 30, 2001 (Airplanes Limited: $4 million;
Airplanes Trust: $Nil).

Bad Debt Provisions

Airplanes Group's practice is to provide specifically for any amounts due but
unpaid by lessees based primarily on the amount due in excess of security held
and also taking into account the financial strength and condition of a lessee
and the economic conditions existing in the lessee's operating environment.
While a number of Airplanes Group's lessees failed to meet their contractual
obligations in the six month period ended September 30, 2002, 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 in respect of
bad and doubtful debts in the six months ended September 30, 2002, of $7
million (Airplanes Limited: $6 million; Airplanes Trust: $1 million) compared
with an overall net charge of $3 million for the six months ended September 30,
2001 (Airplanes Limited: $2 million; Airplanes Trust: $1 million).

Other Lease Costs

Other lease costs, comprising mainly a transfer to the provision for
maintenance and aircraft related technical expenditure associated with
remarketing the aircraft, in the six months ended September 30, 2002 amounted
to $45 million (Airplanes Limited: $41 million; Airplanes Trust: $4 million)
compared with other lease costs of $39 million (Airplanes Limited: $36 million;
Airplanes Trust: $3 million) in the six months ended September 30, 2001.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six month period ended
September 30, 2002 amounted to $16 million (Airplanes Limited: $15 million;
Airplanes Trust: $1 million). This is a comparable expense to that incurred in
the six months ended September 30, 2001 of $17 million (Airplanes Limited: $16
million; Airplanes Trust: $1 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 in the six months ended September 30, 2002
and the six months ended September 30, 2001 include $12 million (Airplanes
Limited: $12 million; Airplanes Trust: $Nil) relating to GECAS servicing fees.

A further significant element of Airplanes Group's actual selling, general and
administrative expenses reported in the six month period ended September 30,
2002 was $3 million (Airplanes Limited: $3 million; Airplanes Trust: $Nil) in
respect of administrative agency and cash management fees payable to
subsidiaries of debis AirFinance Ireland, compared with the charge of $5
million for the six month period ended September 30, 2001.


                                      32
<PAGE>


Operating Loss

The operating loss for the six months ended September 30, 2002 was $283 million
(Airplanes Limited: $256 million; Airplanes Trust: $27 million) compared with
an operating loss of $212 million for the six months ended September 30, 2001
(Airplanes Limited: $190 million; Airplanes Trust: $22 million). Airplanes
Limited and Airplanes Trust are expected to continue to report substantial
losses in the future.

Taxes

There was a tax benefit of $3 million (Airplanes Limited: $1 million, Airplanes
Trust $2 million) required in the six months ended September 30, 2002, as
compared with a tax benefit of $3 million (Airplanes Limited: $2 million,
Airplanes Trust: $1 million) for the six months ended September 30, 2001.

Net Loss

The net loss after taxation for the six months ended September 30, 2002 was
$280 million (Airplanes Limited: $255 million; Airplanes Trust: $25 million)
compared with a net loss after taxation for the six months ended September 30,
2001 of $204 million (Airplanes Limited: $183 million; Airplanes Trust: $21
million), following a restatement of $5 million (Airplanes Limited: $5 million;
Airplanes Trust: $Nil) for the cumulative effect in relation to the adoption of
SFAS 133.

Financial Resources and Liquidity

Commentary on Statement of Cashflows

The various factors as discussed above at "Recent Developments" are causing a
significant reduction in our cashflows.

There was no change in the cash balance for the six months ended September 30,
2002, compared with a decrease in the cash balance of $54 million for the six
months ended September 30, 2001. The decrease in the six month period ended
September 30, 2001 was primarily as a result of the reduction of $40 million in
the liquidity reserve on April 17, 2001.

Liquidity

The cash balances at September 30, 2002 amounted to $142 million (Airplanes
Limited: $136 million; Airplanes Trust: $6 million) compared to cash balances
at September 30, 2001 of $143 million (Airplanes Limited: $137 million;
Airplanes Trust: $6 million.)


                                      33
<PAGE>


Operating Activities

Net cash provided by operating activities in the six months ended September 30,
2002 amounted to $66 million (Airplanes Limited: $60 million; Airplanes Trust:
$6 million) compared with $69 million in the six months ended September 30,
2001 (Airplanes Limited: $57 million; Airplanes Trust: $12 million). This
includes cash paid in respect of interest of $92 million in the six months
ended September 30, 2002 (Airplanes Limited: $84 million; Airplanes Trust: $8
million) compared with $103 million in the six months ended September 30, 2001
(Airplanes Limited: $94 million; Airplanes Trust: $9 million). The decrease in
cash provided by operating activities in the three month period ended September
30, 2002 is primarily attributable to a reduction in lease revenues due to
lease restructurings and to a lesser extent greater aircraft downtime and
previous aircraft sales.

Investing and Financing Activities

Cash flows provided by investing activities in the six months ended September
30, 2002 included the receipt of $4 million (Airplanes Limited: $4 million;
Airplanes Trust: $Nil) in relation to the sale of two B737-200A aircraft and
one DC9-51 aircraft. Cash provided by capital and sales type leases was $2
million (Airplanes Limited: $2 million; Airplanes Trust: $Nil). In the six
months ended September 30, 2001, cash flows provided by investing activities
included the receipt of $3 million (Airplanes Limited: $3 million; Airplanes
Trust: $Nil) in relation to the sale of one B737-200A aircraft. Cash provided
by capital and sales type leases was $7 million in the six months ended
September 30, 2001 (Airplanes Limited: $7 million; Airplanes Trust: $Nil).

Cash flows used in financing activities in the six months ended September 30,
2002 primarily reflect the repayment of $71 million of principal on subclass
A-6 notes and class B notes by Airplanes Group (Airplanes Limited: $65 million;
Airplanes Trust: $6 million) compared with $132 million of principal repaid on
subclass A-6 and class B notes by Airplanes Group (Airplanes Limited: $120
million; Airplanes Trust: $12 million) in the six months ended September 30,
2001. The decrease in principal repayments in the six months ended September
30, 2002 as compared to the six months ended September 30, 2001, is principally
as a result of the release of $40 million of the liquidity reserve in the six
month period ended September 30, 2001, and a decrease in cash generated in the
six month period ended September 30, 2002, as outlined above.

Indebtedness

Airplanes Group's indebtedness consisted of class A-E notes in the amount of
$3,244 million (Airplanes Limited: $2,956 million; Airplanes Trust: $288
million) at September 30, 2002 and $3,364 million (Airplanes Limited: $3,065
million; Airplanes Trust: $299 million) at September 30, 2001. Airplanes
Group's outstanding publicly traded class A-D notes amounted to $2,655 million
(Airplanes Limited: $2,416 million; Airplanes Trust: $239 million) at September
30, 2002 and $2,773 million (Airplanes Limited: $2,495 million; Airplanes
Trust: $278 million) at September 30, 2001. Airplanes Group had $591 million
class E notes outstanding at September 30, 2002 and September 30, 2001. Within
the publicly traded notes, Airplanes Group has $700 million outstanding in
subclass A-8 notes which have an expected final payment date of March 15, 2003.
In accordance with the


                                      34
<PAGE>


terms of the subclass A-8 notes, step-up interest of 0.50% per annum will begin
to accrue on these notes from their expected final payment date in the event
they are not repaid in full or refinanced by that date and will continue to
accrue until they are repaid in full or refinanced. Given current market
conditions and the impact these conditions have had on our performance as
compared with the 2001 Base Case, as reflected in the recent actions taken by
the rating agencies, we believe that such a refinancing at this time would not
be economically viable. Under the schedule of required payment priorities
applicable to Airplanes Group, step-up interest is payable after payment of
interest, minimum principal and scheduled principal on the class A, class B,
class C and class D notes and any aircraft modification payments. To the extent
that step-up interest is not paid it will accrue in accordance with the terms
of the subclass A-8 notes. Our ability to pay step-up interest has not been
rated by any of the rating agencies.


                                      35
<PAGE>


Comparison of Actual Cash Flows versus the 2001 Base Case for the Three Month
Period from July 10, 2002 to October 15, 2002.

The discussion and analysis which follows is based on the results of Airplanes
Limited and Airplanes Trust and their subsidiaries as a single entity
(collectively "Airplanes Group").

The financial information set forth below was not prepared in accordance with
generally accepted accounting principles of the United States. This information
should be read in conjunction with Airplanes Group's most recent financial
information prepared in accordance with generally accepted accounting
principles of the United States. For this you should refer to Airplanes Group's
Form 10-K for the year ended March 31, 2002 and Form 10-Q for the quarter ended
June 30, 2002 which are on file at the Securities and Exchange Commission and
pages 1 to 13 of this Form 10-Q Report.

For the purposes of this report, the "Three Month Period" comprises information
from the monthly cash reports as filed at the Securities and Exchange
Commission as Forms 8-K for the relevant months ended August 15, 2002,
September 16, 2002 and October 15, 2002. The financial data in these reports
includes cash receipts from July 10, 2002 (first day of the Calculation Period
for the August 2002 Report) up to October 8, 2002 (last day of the Calculation
Period for the October 2002 Report). Page 47 presents the cumulative cashflow
information from March 2001 to the October 2002 Payment Date. This report,
however, limits its commentary to the Three Month Period.

The Offering Memorandum dated March 8, 2001 (the "Offering Memorandum")
contained assumptions in respect of Airplanes Group's future cash flows and
expenses (the "2001 Base Case"). Since these assumptions were developed, global
economic conditions, and particularly conditions in the commercial aviation
industry, have worsened significantly, particularly since September 11, 2001,
as discussed above under "Item 2. Management Discussion and Analysis of
Financial Condition and Results of Operations - Recent Developments".
Accordingly the performance of Airplanes Group has been and we expect it to
continue to be worse than the 2001 Base Case, with particular reference to
those assumptions relating to aircraft re-lease rates, aircraft values,
aircraft downtime and lessee defaults.

The following is a discussion of the Total Cash Collections, Total Cash
Expenses, Interest Payments and Principal Payments in the Three Month Period
and should be read in conjunction with the analysis on page 46.

Cash Collections

"Total Cash Collections" include Net Lease Rentals, Interest Earned, Aircraft
Sales, Net Maintenance and Other Receipts (each as defined below). In the Three
Month Period, Airplanes Group generated approximately $91.3 million in Total
Cash Collections, $10.3 million less than the 2001 Base Case. This difference
is due to a combination of the factors set out below (the numbers in square
brackets below refer to the line item number shown on page 45).


                                      36
<PAGE>


[2]  Renegotiated Leases

     "Renegotiated Leases" refers to the loss in rental revenue caused by a
     lessee negotiating a reduction in the lease rental. In the Three Month
     Period, the amount of revenue loss attributed to Renegotiated Leases was
     $7.6m, as compared to $Nil assumed in the 2001 Base Case. This related
     primarily to renegotiations with five Latin American lessees, one North
     American lessee and five European lessees representing 40 aircraft in
     total on lease to these lessees at September 30, 2002 and 29.18% of our
     portfolio by appraised value at January 31, 2002 respectively.

For details of current lessee restructurings please refer to "Item 2 -
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - The Lessees".

[3]  Rental Resets - Re-leasing Events Where New Lease Rate Deviated from the
     2001 Base Case

     "Rental Resets" is a measure of the difference in rental revenue when new
     lease rates are different from those assumed in the 2001 Base Case,
     including lease rate adjustments for changes in interest rates on floating
     rate leases and lease rates achieved where revenues are dependent on
     aircraft usage. The loss of rental revenue as a result of Rental Resets
     amounted to $17.0 million in the Three Month Period, as compared to $Nil
     assumed in the 2001 Base Case. This difference relates primarily to rental
     resets with three Latin American lessees, two North American lessees, four
     European lessees, one African lessee, and one other lessee together
     representing a total of 88 aircraft on lease to these lessees at September
     30, 2002 and 40.94% of the portfolio by appraised value at January 31,
     2002.

     The events of September 11, 2001 and subsequent difficulties in the
     industry have resulted in a number of significant lease restructurings.
     However not all leases of aircraft on lease to any one lessee have been
     subject to these restructurings. New leases or extensions of existing
     leases, (where the new lease rates are different from those assumed in
     2001 Base Case), have been entered into with certain lessees, which
     renegotiated leases in respect of other aircraft. This has resulted in
     variances (without duplication) attributable to certain lessees falling
     into both the Renegotiated Leases and Rental Reset variance lines shown on
     page 46.

[4]  Lease Rentals - Aircraft Sales

     "Lease Rentals - Aircraft Sales" represents revenue foregone in respect of
     aircraft sold prior to their assumed sale date in the 2001 Base Case. In
     the 2001 Base Case, all aircraft are assumed to be sold either at the end
     of their useful economic life, or where an aircraft was subject to a lease
     with the lease expiry date after the end of its useful economic life, on
     the contracted lease expiry date. Since March 2001, two DC9-51 aircraft,
     one B727-200A aircraft and two B737-200A aircraft have been sold prior to
     their assumed sale date in the 2001 Base Case, resulting in a negative
     variance of $1.0 million in lease rentals compared to the 2001 Base Case
     in the Three Month Period.


                                      37
<PAGE>


[5]  Contracted Lease Rentals

     "Contracted Lease Rentals" represents the current contracted lease rental
     rollout which is equal to the 2001 Base Case Lease Rentals less
     adjustments for Renegotiated Leases, Rental Resets and Lease Rentals -
     Aircraft Sales. For the Three Month Period, Contracted Lease Rentals were
     $80.2 million, which was $25.6 million less than assumed in the 2001 Base
     Case. The difference is due to losses from Renegotiated Leases, Rental
     Resets and Lease Rentals - Aircraft Sales as discussed above.

[6]  Movement in Current Arrears Balance

     "Current Arrears" is the total Contracted Lease Rentals outstanding from
     current lessees at a given date but excluding any amounts classified as
     Bad Debts. There was a net decrease of $0.2 million in the Current Arrears
     balance over the Three Month Period, as compared to $Nil assumed in the
     2001 Base Case.

[7]  Net Stress-Related Costs

     "Net Stress-Related Costs" is a combination of all the factors which can
     cause actual lease rentals to vary from the Contracted Lease Rentals. The
     2001 Base Case assumed gross stress-related costs equal to 6.0% of the
     2001 Base Case Lease Rentals. However, the 2001 Base Case also assumed the
     recovery of certain deferred arrears equal to 0.3% of the 2001 Base Case
     Lease Rentals in the Three Month Period, resulting in an overall Net
     Stress-Related Costs assumption of 5.7% of the 2001 Base Case Lease
     Rentals. For the Three Month Period, Net Stress-Related Costs incurred
     amounted to a net cash outflow of $5.1 million (4.9% of Lease Rentals)
     compared to $6.1 million outflow assumed in the 2001 Base Case, a variance
     of $1.0 million that is due to the five factors described in items [8] to
     [12] below.

[8]  Bad Debts

     "Bad Debts" are arrears owed by lessees who have defaulted and which are
     deemed irrecoverable. Bad Debts were $0.2 million for the Three Month
     Period, as compared to the 2001 Base Case assumption of $1.1 million (1.0%
     of Lease Rentals).

[9]  Deferred Arrears Balance

     "Deferred Arrears Balance" refers to current arrears that have been
     capitalized and restructured into a deferred balance. In the Three Month
     Period, Airplanes Group received payments totaling $1.7 million in
     accordance with these restructurings. $1.0 million was received from one
     Brazilian lessee, $0.1 million was received from Kazakhstan lessee, $0.2
     million was received from one Turkish lessee and $0.1 million was received
     from one Philippine lessee, all of whom have repaid in full their deferred
     balances at September 30, 2002. The balance of $0.3 million was received
     from one Turkish, one Brazilian and one US lessee owing $0.1 million, $5.5
     million and $0.7 million respectively at September 30, 2002. Payments
     totaling $0.3 million were assumed to be received in accordance with
     restructurings included in the 2001 Base Case.


                                      38
<PAGE>


[10] Aircraft on Ground ("AOG")

     "AOG" is defined as the 2001 Base Case Lease Rentals lost when an aircraft
     is off-lease or deemed non-revenue earning. Airplanes Group had seventeen
     aircraft AOG at various times during the Three Month Period and at
     September 30, 2002, fifteen aircraft were AOG, two of which were subject
     to a letter of intent for sale and one of which was subject to a letter of
     intent for lease. In the Three Month Period, the 2001 Base Case Lease
     Rentals loss attributed to AOG was $6.8 million (6.4% of Lease Rentals),
     as compared to $4.5 million (4.2% of Lease Rentals) assumed under the 2001
     Base Case.

[11] Other Leasing Income

     "Other Leasing Income" consists of miscellaneous income received in
     connection with a lease other than contracted rentals, maintenance
     receipts and security deposits, such as early termination payments or
     default interest. In the Three Month Period, Other Leasing Income amounted
     to $0.1 million, as compared to $Nil assumed under the 2001 Base Case.

[12] Repossession Costs

     "Repossession Costs" cover legal and aircraft technical costs incurred as
     a result of repossessing an aircraft. In the Three Month Period,
     Repossession Costs amounted to $Nil, as compared to $0.8 million assumed
     under the 2001 Base Case.

[14] Net Lease Rental

     "Net Lease Rental" is Contracted Lease Rentals less any movement in
     Current Arrears balance and Net Stress-Related Costs. In the Three Month
     Period, Net Lease Rentals amounted to $75.2 million, $24.5 million less
     than that assumed in the 2001 Base Case. The variance was attributable to
     the combined effect of the factors outlined in items [2] and [3] and in
     items [6] to [12] above.

[15] Interest Earned

     "Interest Earned" relates to interest received on cash balances held in
     the Collection and Expense Accounts. Cash held in the Collection Account
     consists of the cash liquidity reserve amount of $80 million plus the
     security deposit amount, in addition to the intra-month cash balances for
     all the rentals and maintenance payments collected prior to the monthly
     payment date. The Expense Account contains cash set aside to pay for
     expenses which are expected to be payable over the next month. In the
     Three Month Period, interest earned amounted to $0.6 million, $1.1 million
     less than that assumed in the 2001 Base Case. The difference is due to a
     lower average reinvestment rate than assumed in the 2001 Base Case. The
     average actual reinvestment rate for the Three Month Period was 1.7%
     (excluding a $5 million guaranteed investment contract) as compared to the
     5.2% assumed in the 2001 Base Case.


                                      39
<PAGE>


[16] Aircraft Sales

     Aircraft sales proceeds totalling $2.3 million were received in the Three
     Month Period in respect of the sale of one DC9-51 and upfront deposits
     received in respect of the conditional sale at a future date of two
     B737-200A aircraft. In the 2001 Base Case all aircraft are assumed to be
     sold either at the end of their useful economic life, or where an aircraft
     was subject to a lease with the lease expiry date after the end of its
     useful economic life, on the contracted lease expiry date.

[17] Net Maintenance

     "Net Maintenance" refers to maintenance reserve revenue received less any
     maintenance reimbursements paid to lessees. In the Three Month Period,
     positive net maintenance cashflows of $9.1 million were received. The 2001
     Base Case makes no assumptions for Net Maintenance as it assumes that,
     over time, maintenance revenue will equal maintenance expenditure.
     However, it is unlikely that in any particular reporting period,
     maintenance revenue will exactly equal maintenance expenses. It is
     possible that the current positive net cashflow may be reversed over
     subsequent periods.

[18] Other Receipts

     "Other Receipts" consist of $4.0 million received in the Three Month
     Period from GE Capital under the Tax Sharing Agreement in respect of
     utilisation by GE Capital of tax losses of Airplanes Group US companies
     for the year ended 31 December 2001.

CASH EXPENSES

"Total Cash Expenses" include Aircraft Operating Expenses and Selling, General
and Administrative ("SG&A") Expenses. In the Three Month Period, Total Cash
Expenses were $14.4 million compared to $13.7 million assumed in the 2001 Base
Case, a negative variance of $0.7 million. A number of factors discussed below
have given rise to this.

"Aircraft Operating Expenses" includes all operational costs related to the
leasing of aircraft including costs of insurance, re-leasing and other overhead
costs.

[20] Re-Leasing and Other Overhead Costs

     "Re-Leasing and Other Overhead Costs" consist of miscellaneous re-delivery
     and leasing costs associated with re-leasing events, costs of insurance
     and other lessee-related overhead costs. In the Three Month Period, these
     costs amounted to $5.5 million (or 5.2% of Lease Rentals) compared to $5.3
     million (or 5.0% of Lease Rentals) assumed in the 2001 Base Case.

     Actual Re-Leasing and Other Overhead Costs were higher than the 2001 Base
     Case assumption primarily due to higher than assumed transition costs on
     aircraft delivering to new lessees and higher payments made in the form of
     lessor contributions to defray certain technical costs during the term of
     certain leases.

     SG&A Expenses relate to fees paid to the servicer and to other service
     providers.


                                      40
<PAGE>


[21] Aircraft Servicer Fees

     The "Aircraft Servicer Fees" are defined as amounts paid to the servicer
     in accordance with the terms of the servicing agreement. In the Three
     Month Period, the total Aircraft Servicer Fees paid were $5.7 million,
     $0.2 million less than that assumed in the 2001 Base Case.

     Aircraft Servicer Fees consist of:
                                                           $M
                                                           --
     Retainer Fee.............................             5.7
     Minimum Incentive Fee....................             0.0
     Core Cashflow/Sales Incentive Fee........             0.0
                                                           ---
     Total Aircraft Servicer Fee..............             5.7
                                                           ===

     The Retainer Fee is a fixed amount per month per aircraft and changes only
     as aircraft are sold.

[23] Other Servicer Fees and Other Overheads

     "Other Servicer Fees and Other Overheads" relate to fees and expenses paid
     to other service providers including the administrative agent, the cash
     manager, financial advisers, legal advisers and accountants and to the
     directors/controlling trustees. In the Three Month Period, Other Servicer
     Fees and Other Overheads amounted to $3.1 million, $0.7 million more than
     an assumed expense of $2.4 million in the 2001 Base Case.

     The Board of Directors of Airplanes Limited and the Controlling Trustees
     of Airplanes Trust, have negotiated a reduction in the level of
     Administrative Agency and Cash Management Fees from the current $6.25
     million per annum to $5.65 million in return for an increase in the notice
     period for termination of such agreements from 120 days to 180 days. This
     new level of fees will be effective from April 1 2002 and will be adjusted
     annually for inflation, commencing April 1, 2003.

[30] Interest Payments

     In the Three Month Period, interest payments to the holders of the class
     A, B, C and D notes amounted to $29.2 million which is $16.4 million lower
     than the 2001 Base Case. The variance reflects a lower than expected level
     of average interest rates on the floating rate class A and B notes. The
     2001 Base Case assumed LIBOR to be 5.2% whereas the average monthly LIBOR
     rate in the Three Month Period was 1.8%.

     In the Three Month Period, there was a continued suspension of payments of
     the class E minimum interest amount of 1% (refer to item 33 below). No
     payments of class E minimum interest were anticipated in the 2001 Base
     Case.


                                       41
<PAGE>


[31] Swap and Swaption Cashflows

     Airplanes Group's net swap payments during the Three Month Period were
     $13.5 million higher than the $2.5 million assumed in the 2001 Base Case
     due to lower than anticipated interest rates.

[33] Principal Payments

     In the nineteen month period from March 10, 2001 to October 15, 2002,
     total principal payments amounted to $264.0 million, (comprising $235.3
     million on the class A notes and $28.7 million on the class B notes),
     $25.2 million less than assumed in the 2001 Base Case. The breakdown of
     the $25.2 million variance is set out on page 47. In the Three Month
     Period, total principal payments amounted to $31.7 million, (comprising
     $27.0 million on the class A notes and $4.7 million on the class B notes),
     $8.0 million less than assumed in the 2001 Base Case. The breakdown of the
     $8.0 million variance is set out on page 46.

     Applying the declining value assumptions to the original March 1996 fleet
     appraisals and adjusting for aircraft sales, the total appraised value of
     the aircraft was assumed to be $3,119.4 million at October 15, 2002. Our
     portfolio is appraised annually and the most recent appraisal was obtained
     on January 31, 2002 and valued the current portfolio at $2,788.3 million.
     Applying the declining value assumptions to this appraisal, the total
     appraised value was $2,669.5 million at October 15, 2002.

     As a consequence of the cumulative excess decline in appraised values
     experienced since March 1996, combined with overall cash performance in
     that period, Airplanes Group's available cashflows after payment of
     expenses, interest and class A and B minimum principal amounts, have been
     redirected in accordance with the priority of payments to pay class A
     principal adjustment amount throughout the nineteen month period since the
     2001 refinancing. Class A principal adjustment amount is intended to
     accelerate the principal amortisation schedule of the class A notes when
     the appraised value of the aircraft declines in excess of the decline in
     appraised values assumed in the 1996 Base Case by reference to certain
     loan to current appraised value ratios. Since the principal adjustment
     amounts on the class A notes rank ahead of the scheduled principal
     payments on the class C and D notes, and since available cash flows were
     not sufficient to pay all of the class A principal adjustment amounts,
     scheduled principal payments on the class C and D notes have been deferred
     on each payment date during the nineteen month period. Total deferrals of
     class C and class D scheduled principal amounts amounted to $44.4 million
     and $24.7 million respectively as of October 15, 2002. The principal
     adjustment amount outstanding on the class A notes was $137.4 million as
     of October 15, 2002.

     There has been a decline of 10.15% in the appraised value of our fleet in
     the year to January 31, 2002, which is greater than the decline assumed in
     our 2001 Base Case assumptions. The appraised values are based upon the
     value of the aircraft at normal utilization rates in an open, unrestricted
     and stable market, and take into account long-term trends, including
     current expectations of particular models becoming obsolete more quickly,
     as a result of airlines switching to different models, manufacturers
     ceasing production or lease values for aircraft declining more rapidly
     than previous


                                      42
<PAGE>


     predictions. As a theoretical value, the appraised value is not indicative
     of market value and thus there is no guarantee that we would obtain the
     appraised value upon sale of any aircraft, since we might sell at a low
     point in the business cycle and since appraised values are
     forward-looking. If the current oversupply of aircraft continues longer
     term, given the age of our fleet, certain of our aircraft may become
     obsolete significantly earlier than the useful life expectancy assumed in
     the 2001 Base Case assumptions, which would negatively impact appraised
     values further.

     OTHER ISSUES

     Administrative and lease expenses and certain other payments in the
     ordinary course of business are senior to the notes in priority of payment
     and are therefore payable before any payments are made on the notes (and
     thus the corresponding certificates).

     Additionally, minimum principal amounts on the class A and class B notes
     are payable before interest on the class C and class D notes, and
     principal adjustment amount on the class A notes is payable before
     scheduled principal payments on the class C and class D notes. Since the
     appraised value of our aircraft has declined at a rate faster than that
     originally assumed in our 1996 Base Case, we have been required to pay
     principal adjustment amount on the class A notes with a consequential
     deferral of scheduled principal payments on the class C and class D notes.

     To the extent that we have sufficient available funds, we are required to
     pay a minimum principal amount on the class A notes in order to maintain
     certain loan to initial appraised value ratios. We are currently ahead of
     the required class A minimum principal payment schedule to the extent of
     $119.2 million because the accelerated principal payments resulting from
     payment of class A principal adjustment amounts have enabled us to
     maintain those loan to initial appraised value ratios. Accordingly, no
     payments are currently due in respect of the minimum principal amount on
     the class A notes. However, our overall cash performance since September
     11, 2001, has been significantly weaker than was assumed in our 2001 Base
     Case, as discussed above. In light of our current and expected cash
     performance, we expect that, in the latter half of 2003, we will cease to
     be ahead of the required class A minimum principal payment schedule, and
     we will have to recommence payments of minimum principal on the class A
     notes which ranks ahead of interest and minimum principal on the class B
     notes and interest on the class C and class D notes in the order of
     priority. Given our current expectations as to our future performance, we
     therefore believe that our cash flows may be inadequate to pay interest
     and minimum principal on the class B notes and interest on the class C and
     D notes in the latter half of 2003.

     Our actual results may differ from our current expectations, as further
     explained in "-Recent Developments." However such differences as may arise
     are only likely to affect the timing of when we may cease to pay interest
     and minimum principal on the class B notes and interest on the class C and
     D notes.

     In the event that cash flows are inadequate to pay interest and minimum
     principal on the class B notes and interest on the class C and D notes, it
     is likely to be a long period of time before we will be able to resume
     making any payments on these notes. Further, in


                                      43
<PAGE>


     these circumstances, we may be unable to repay in full principal on some
     or all of these classes of notes by their final maturity date. The more
     junior the class of notes is in the order of priority, the greater the
     risk that we may be unable to repay in full principal on that class of
     notes by its final maturity date. In addition, to the extent that we do
     resume making payments on these notes, payments will be made according to
     the priority of payments, commencing with the then most senior class and
     only making payments on more junior classes to the extent of available
     cash flows. A failure to make payments on a class of notes will result in
     failure to make payments on the corresponding class of certificates.

     In general, the rights and remedies with respect to a note event of
     default are exercisable only by the trustee of and the holders of the most
     senior class of notes outstanding, and then only to the extent that there
     is an event of default with respect to that senior class of notes. The
     class A notes are the most senior class of notes currently outstanding. A
     failure to make a required payment on a class of notes is a default only
     with respect to that class of notes and the corresponding certificates.
     Accordingly, if an event of default occurs with respect to a class of
     notes, the holders of that class of notes (and thus, the corresponding
     certificates) will not be permitted to enforce their rights until all
     amounts owing under any more senior class of notes outstanding and certain
     other amounts have been paid in full.

     The vulnerability of the various classes of notes has been reflected in
     actions taken by the rating agencies which re-evaluated several structured
     aircraft financings in the wake of the terrorist attacks in the United
     States on September 11, 2001, as discussed in our Annual Report on Form
     10-K filed on June 25, 2002. As previously disclosed, there have also been
     a number of rating actions in the six months ended September 30, 2002.

     On July 15, 2002 Standard and Poor's downgraded the class B certificates
     from A to CCC, the class C certificates from BB+ to CCC and the Class D
     certificates from B- to CCC. All classes remain on credit watch negative
     by Standard and Poor's with a decision on the class A certificates pending
     further analysis. On July 17, 2002 Moody's announced that it was placing
     all classes of our certificates on credit watch for possible downgrade. On
     August 9, 2002 Moody's downgraded the subclass A-6 certificates from Aa2
     to A1, the subclass A-8 certificates from Aa2 to A3 and the subclass A-9
     certificates from Aa2 to Baa2. Moody's also downgraded the class B
     certificates from A2 to Caa2, the class C certificates from Ba3 to Caa3
     and the class D certificates from B2 to Ca.

     Given the continuing difficulties in the aircraft industry and their
     impact on the factors which determine our revenues, there can be no
     assurance that the rating agencies will not further downgrade any class of
     our certificates.

     The ratings of the certificates address the likelihood of the timely
     payment of interest and the ultimate payment of principal and premium, if
     any, on the certificates on their final maturity date. A rating is not a
     recommendation to buy, sell or hold certificates because ratings do not
     comment as to market price or suitability for a particular investor. A
     rating may be subject to revision, suspension or withdrawal at any time by
     the assigning rating agency.


                                      44
<PAGE>


<TABLE>
Note                    Report Line Name                            Description
----                    ----------------                            -----------
<S>                     <C>                                         <C>
                        CASH COLLECTIONS
[1]                     Lease Rentals ...........................   Assumptions as per the 2001 Base Case
[2]                     - Renegotiated Leases ...................   Change in contracted rental cash flow caused by a renegotiated
                                                                    lease
[3]                     - Rental Resets .........................   Re-leasing events where new lease rate deviated from the 2001
                                                                    Base Case
[4]                     - Lease Rentals - Aircraft Sales ........   Revenue foregone on aircraft sold prior to their assumed sale
                                                                    in the 2001 Base Case
[5]  S [1]..[4]         Contracted Lease Rentals ................   Current Contracted Lease Rentals due as at the latest
                                                                    Calculation Date
[6]                     Movement in Current Arrears Balance .....   Current Contracted Lease Rentals not received as at the
                                                                    latest Calculation Date, excluding Bad Debts
[7]                     Less Net Stress related Costs
[8]                     - Bad Debts .............................   Arrears owed by former lessees and deemed irrecoverable
[9]                     - Deferred Arrears Balance ..............   Current arrears that have been capitalised and restructured
                                                                    as a Note Payable
[10]                    - AOG ...................................   Loss of rental due to an aircraft being off-lease and
                                                                    non-revenue earning
[11]                    - Other Leasing Income ..................   Includes lease termination payments, rental guarantees
                                                                    and late payments charges
[12]                    - Repossession ..........................   Legal and technical costs incurred in repossessing aircraft.
[13] S [8]..[12]        Sub-total
[14] [5]+[6]+[13]       Net Lease Rentals .......................   Contracted Lease Rentals less Movement in Current Arrears
                                                                    Balance and Net Stress related costs
[15]                    Interest Earned .........................   Interest earned on monthly cash balances
[16]                    Aircraft Sales ..........................   Proceeds, net of fees and expenses, from the sale of aircraft.
[17]                    Net Maintenance .........................   Maintenance Revenue Reserve received less reimbursements to
                                                                    lessees
[18]                    Other Receipts ..........................   Receipts from GE Capital under the Tax Sharing Agreement
[19] S [14]..[18]       Total Cash Collections ..................   Net Lease Rentals + Interest Earned + Aircraft Sales + Net
                                                                    Maintenance + Other Receipts

                        CASH EXPENSES
                        Aircraft Operating Expenses .............   All operational costs related to the leasing of aircraft.
[20]                    - Releasing and Other Overheads .........   Costs associated with transferring an aircraft from one
                                                                    lessee to another, costs of insurance and other lessee-related
                                                                    overheads
                        SG&A Expenses
[21]                    Aircraft Servicer Fees ..................   Monthly and annual fees paid to servicer
                        - Retainer Fee ..........................   Fixed amount per month per aircraft
                        - Minimum Incentive Fee .................   Minimum annual fee paid to servicer for performance above
                                                                    an annually agreed target.
                        - Core Cashflow/Sales Incentive Fee .....   Fees (in excess of Minimum Incentive Fee above) paid to
                                                                    servicer for performance above an annually agreed target/on
                                                                    sale of an aircraft.
[22] [21]               Sub-total
[23]                    Other Servicer Fees and Other Overheads .   Administrative Agent, trustee and professional fees paid to
                                                                    other service providers and other overheads
[24] [22]+[23]          Sub-total
[25] [20]+[24]          Total Cash Expenses .....................   Aircraft Operating Expenses + SG&A Expenses

                        NET CASH COLLECTIONS
[26] [19]               Total Cash Collections ..................   Line 19 above
[27] [25]               Total Cash Expenses .....................   Line 25 above
[28]                    Movement in Expense Account .............   Relates to reduction in accrued expense amounts
[29]                    Reduction in Liquidity Reserve ..........   Reduction of the miscellaneous reserve amount from $40m to
                                                                    $Nil in April 2001
[30]                    Interest Payments .......................   Interest paid on all outstanding debt
[31]                    Swap payments ...........................   Net swap payments (paid)/received
[32] S [26]..[31]       Total

[33]                    Principal payments                          Principal payments on debt
</TABLE>


                                      45
<PAGE>


<TABLE>
                  Airplanes Cash Flow Performance for the Period from July 10, 2002 to October 15, 2002 (3 Months)
                                  Comparison of Actual Cash Flows versus 2001 Base Case Cash Flows

                                                                                                     % of Lease Rentals under
                                                                                                     the 2001 Base Case
                                                                           2001                               2001
                                                                           ----                               ----
                                                            Actual       Base Case    Variance     Actual    Base Case    Variance
                                                            ------       ---------    --------     ------    ---------    --------
                  CASH COLLECTIONS                            $M            $M          $M
<S>               <C>                                        <C>            <C>         <C>        <C>         <C>         <C>
1                 Lease Rentals                              105.8          105.8         0.0      100.0%      100.0%        0.0%
2                  -     Renegotiated Leases                  (7.6)           0.0        (7.6)      (7.2%)       0.0%       (7.2%)
3                  -     Rental Resets                       (17.0)           0.0       (17.0)     (16.1%)       0.0%      (16.1%)
4                  -     Lease Rentals - Aircraft Sales       (1.0)           0.0        (1.0)      (1.0%)       0.0%       (1.0%)
                                                              -----           ---       -----        ---         ---         ---

5      S 1 - 4    Contracted Lease Rentals                    80.2          105.8       (25.6)      75.8%      100.0%      (24.2%)
6                 Movement in Current Arrears Balance          0.2            0.0         0.2        0.2%        0.0%        0.2%
7                 less Net Stress Related Costs
8                  -     Bad Debts                            (0.2)          (1.1)        0.9       (0.2%)      (1.0%)       0.8%
9                  -     Deferred Arrears Balance              1.7            0.3         1.4        1.6%        0.3%        1.3%
10                 -     AOG                                  (6.8)          (4.5)       (2.3)      (6.4%)      (4.2%)      (2.2%)
11                 -     Other Leasing Income                  0.1            0.0         0.1        0.1%        0.0%        0.1%
12                 -     Repossession                          0.0           (0.8)        0.8        0.0%       (0.8%)       0.8%
                                                               ---           ----         ---        ---         ---         ---
13    S 8 - 12    Sub-total                                   (5.1)          (6.1)        0.9       (4.9%)      (5.7%)       0.9%
14      5+6+13    Net Lease Rental                            75.2           99.8       (24.5)      71.1%       94.3%      (23.2%)
15                Interest Earned                              0.6            1.7        (1.1)       0.6%        1.6%       (1.0%)
16                Aircraft Sales                               2.3            0.0         2.3        2.2%        0.0%        2.2%
17                Net Maintenance                              9.1            0.0         9.1        8.6%        0.0%        8.6%
18                Other Receipts                               4.0            0.0         4.0        3.8%        0.0%        3.8%
                                                               ---            ---         ---        ----        ---         ---
19   S 14 - 18    Total Cash Collections                      91.3          101.5       (10.3)      86.2%       95.9%       (9.7%)
                                                              ====          =====        ====       ====        ====         ===

                  CASH EXPENSES
                  Aircraft Operating Expenses
20                -     Re-leasing and other overheads       (5.5)          (5.3)        (0.2)      (5.2%)      (5.0%)      (0.2%)

                  SG&A Expenses
21                Aircraft Servicer Fees
                  -     Retainer Fee                         (5.7)          (5.6)        (0.1)      (5.4%)      (5.3%)      (0.1%)
                  -     Minimum Incentive Fee                 0.0           (0.4)         0.4        0.0%       (0.4%)       0.4%
                  -     Core Cashflow/Sales Incentive Fee     0.0            0.0          0.0        0.0%        0.0%        0.0%
                                                             ----            ---          ---        ---         ---         ---
22          21    Sub-total                                  (5.7)          (6.0)         0.2       (5.4%)      (5.6%)       0.2%
23                Other Servicer Fees and                    (3.1)          (2.4)        (0.7)      (3.0%)      (2.2%)      (0.7%)
                                                              ---            ---          ---        ---         ---         ---
                  Other Overheads
24       22+23     Sub-total                                   (8.9)         (8.3)        (0.5)     (8.4%)      (7.9%)      (0.5%)
                                                             -----           ---          ---        ---         ---         ---
25       24+20    Total Cash Expenses                        (14.4)         13.7)        (0.7)     (13.6%)     (12.9%)      (0.7%)
                                                              ====          =====         ===        ====       ====         ===

                  NET CASH COLLECTIONS
26          19    Total Cash Collections                      91.3         101.5        (10.3)      86.2%       95.9%       (9.7%)
27          25    Total Cash Expenses                        (14.4)        (13.7)        (0.7)     (13.6%)     (12.9%)      (0.7%)
28                Movement in Expense Account                  0.0           0.0          0.0        0.0%        0.0%        0.0%
29                Reduction in Liquidity Reserve               0.0           0.0          0.0        0.0%        0.0%        0.0%
30                Interest Payments                          (29.2)        (45.7)        16.4      (27.6%)     (43.1%)      15.5%
31                Swap Payments                              (16.0)         (2.5)       (13.5)     (15.1%)      (2.4%)     (12.7%)
                                                              ----          ----        ------     -------       ---        ----
32   S 26 - 31    TOTAL                                       31.7          39.7         (8.0)      29.9%       37.5%       (7.6%)
                                                              ====          ====         =====      =====       ====        ====

33                PRINCIPAL PAYMENTS
                  Subclass A-6                                27.0          35.0         (8.0)      25.5%       33.0%       (7.5%)
                  Class B                                      4.7           4.7         (0.0)       4.4%        4.5%       (0.1%)
                                                              ----           ---          ---        ----        ---         ---
                  Total                                       31.7          39.7         (8.0)      29.9%       37.5%       (7.6%)
                                                              ====          ====         =====      =====       ====         ===

                  Debt Balances at October 15, 2002
                  Subclass A-6                               210.1         184.2
                  Subclass A-8                               700.0         700.0
                  Subclass A-9                               750.0         750.0
                  Class B                                    249.6         250.3
                  Class C                                    349.8         349.8
                  Class D                                    395.1         395.1
                                                             -----         -----
                                                           2,654.6       2,629.4
                                                           =======       =======
</TABLE>


                                      46
<PAGE>


<TABLE>
                 Airplanes Cash Flow Performance for the Period from March 10, 2001 to October 15, 2002 (19 Months)
                                  Comparison of Actual Cash Flows versus 2001 Base Case Cash Flows

                                                                                                      % of Lease Rentals under
                                                                                                      the 2001 Base Case
                                                                            2001                               2001
                                                                            ----                               ----
                                                             Actual       Base Case    Variance     Actual    Base Case    Variance
                                                             ------       ---------    --------     ------    ---------    --------
<C>               <C>                                         <C>            <C>           <C>     <C>          <C>          <C>
                  CASH COLLECTIONS                            $M            $M          $M
1                 Lease Rentals                               671.3          671.3         0.0     100.0%       100.0%       0.0%
2                 -     Renegotiated Leases                   (51.0)           0.0       (51.0)     (7.6%)        0.0%      (7.6%)
3                 -     Rental Resets                         (57.5)           0.0       (57.5)     (8.6%)        0.0%      (8.6%)
4                 -     Lease Rentals - Aircraft Sales         (2.5)           0.0        (2.5)     (0.4%)        0.0%      (0.4%)
                                                                ---           ---        -----       ---          ---        ---

5      S 1 - 4    Contracted Lease Rentals                    560.2          671.3      (111.1)     83.4%       100.0%      16.6%)
6                 Movement in Current Arrears Balance           0.7            0.0         0.7       0.1%         0.0%       0.1%
7                 less Net Stress Related Costs
8                 -     Bad Debts                              (3.6)          (6.7)        3.2      (0.5%)       (1.0%)      0.5%
9                 -     Deferred Arrears Balance                6.2            2.9         3.3       0.9%         0.4%       0.5%
10                -     AOG                                   (27.4)         (28.3)        0.9      (4.1%)       (4.2%)      0.1%
11                -     Other Leasing Income                   11.6            0.0        11.6       1.7%         0.0%       1.7%
12                -     Repossession                           (4.1)          (5.4)        1.3      (0.6%)       (0.8%)      0.2%
                                                                ---          -----         ---       ---          ---        ---
13    S 8 - 12    Sub-total                                   (17.3)         (37.5)       20.2      (2.6%)       (5.6%)      3.0%
14      5+6+13    Net Lease Rental                            543.5          633.7       (90.2)     81.0%        94.4%      13.4%)
15                Interest Earned                               7.2           11.0        (3.8)      1.1%         1.6%      (0.6%)
16                Aircraft Sales                               17.8           11.7         6.0       2.6%         1.7%       0.9%
17                Net Maintenance                              33.8            0.0        33.8       5.0%         0.0%       5.0%
18                Other Receipts                                8.3            0.0         8.3       1.2%         0.0%       1.2%
                                                                ---            ---         ---       ---          ---        ---
19   S 14 - 18    Total Cash Collections                      610.7          656.5       (45.8)     91.0%        97.8%      (6.8%)
                                                              =====          =====        ====      ====         ====        ===

                  CASH EXPENSES
                  Aircraft Operating Expenses
20                -     Re-leasing and other overheads        (29.6)         (33.7)        4.1      (4.4%)       (5.0%)      0.6%

                  SG&A Expenses
21                Aircraft Servicer Fees
                  -     Retainer Fee                          (35.1)         (35.5)        0.4      (5.2%)       (5.3%)      0.1%
                  -     Minimum Incentive Fee                  (3.0)          (2.4)       (0.6)     (0.4%)       (0.4%)     (0.1%)
                  -     Core Cashflow/Sales Incentive Fee      (0.2)           0.0        (0.2)     (0.0%)        0.0%      (0.0%)
                                                                ---           ---          ---       ---          ---        ---
22          21    Sub-total                                   (38.2)         (37.9)       (0.4)     (5.7%)       (5.6%)     (0.1%)
23                Other Servicer Fees and Other Overheads     (19.5)         (16.9)       (2.6)     (2.9%)       (2.5%)     (0.4%)
                                                               -----         ------        ---       ---          ---        ---
24       22+23    Sub-total                                   (57.8)         (54.8)       (3.0)     (8.6%)       (8.2%)     (0.4%)
                                                               ----         ------         ---       ---          ---        ---

25       24+20    Total Cash Expenses                         (87.4)         (88.5)        1.1     (13.0%)      (13.2%)      0.2%
                                                               ====         ======         ===      ====         ====        ===

                  NET CASH COLLECTIONS
26          19    Total Cash Collections                      610.7          656.5       (45.8)     91.0%        97.8%      (6.8%)
27          25    Total Cash Expenses                         (87.4)         (88.5)        1.1     (13.0%)      (13.2%)      0.2%
28                Movement in Expense Account                  (5.5)           0.0        (5.5)     (0.8%)        0.0%      (0.8%)
29                Reduction in Liquidity Reserve               40.0           40.0         0.0       6.0%         6.0%      (0.0%)
30                Interest Payments                          (219.8)        (297.6)       77.8     (32.7%)      (44.3%)     11.6%
5.1%              Swap Payments                               (73.9)         (21.2)      (52.7)    (11.0%)       (3.2%)     (7.9%)
                                                               ----         ------        ----      ----          ---        ---
32   S 26 - 31    TOTAL                                       264.0          289.2       (25.2)     39.3%        43.1%      (3.7%)
                                                              =====          =====        ====      ====         ====        ===

33                PRINCIPAL PAYMENTS
                  Subclass A-6                                235.3          261.2       (25.9)     35.1%        38.9%      (3.9%)
                  Class B                                      28.7           28.0         0.7       4.3%         4.2%       0.1%
                                                               ----           ----         ---       ----         ---        ---
                  Total                                       264.0          289.2       (25.2)     39.3%        43.1%      (3.7%)
                                                              =====          =====        ====      ====         ====        ===

                  Debt Balances at  October 15, 2002
                  Subclass A-6                                210.1          184.2        25.9
                  Subclass A-8                                700.0          700.0         0.0
                  Subclass A-9                                750.0          750.0         0.0
                  Class B                                     249.6          250.3        (0.7)
                  Class C                                     349.8          349.8         0.0
                  Class D                                     395.1          395.1         0.0
                                                              -----          -----         ---
                                                            2,654.6        2,629.4        25.2
                                                            =======        =======        ====
</TABLE>


                                      47
<PAGE>


<TABLE>
                                                      Mar-01                                               2001
                                                      ------                                               ----
                                                     Closing                   Actual                 Base Case
                                                     -------                   ------                 ---------
                                                          $m                       $m                        $m
<S>                                                  <C>                       <C>                        <C>
       Net Cash Collections                                                     264.0                     289.2

       Add Back Interest and Swap Payments                                      293.7                     318.8
                                                                                -----                     -----

 a     Net Cash Collections                                                     557.7                     608.0
                                                                                =====                     =====
       (excl. interest and swap payments)
 b     Swaps                                                                     73.9                      21.2
 c     Class A Interest                                                          91.5                     159.0
 d     Class A Minimum                                                            0.0                       0.0
 e     Class B Interest                                                          15.1                      25.4
 f     Class B Minimum                                                           28.8                      28.0
 g     Class C Interest                                                          45.1                      45.2
 h     Class D Interest                                                          68.0                      68.0
 i     Class A Principal Adjustment                                             235.3                     261.2
 i     Class C Scheduled                                                          0.0                       0.0
 k     Class D Scheduled                                                          0.0                       0.0
 l     Permitted Aircraft Modifications                                           0.0                       0.0
 m     Step-up Interest                                                           0.0                       0.0
 n     Class E Minimum Interest                                                   0.0                       0.0
 o     Class B Supplemental                                                       0.0                       0.0
 p     Class A Supplemental                                                       0.0                       0.0
                                                                                  ---                       ---
       Total                                                                    557.7                     608.0
                                                                                =====                     =====

[1]    Interest Coverage Ratio
       Class A                                                                    3.4                 3.4  = a/(b+c)
       Class B                                                                    3.1                 3.0  = a/(b+c+d+e)
       Class C                                                                    2.2                 2.2  = a/(b+c+d+e+f+g)
       Class D                                                                    1.7                 1.8  = a/(b+c+d+e+f+g+h)

[2]    Debt Coverage Ratio
       Class A                                                                    3.4                 3.4  = a/(b+c+d)
       Class B                                                                    2.7                 2.6  = a/(b+c+d+e+f)
       Class C                                                                    1.0                 1.0  = a/(b+c+d+e+f+g+h+i+j)
       Class D                                                                    1.0                 1.0  = a/(b+c+d+e+f+g+h+i+j+k)

       Loan to Value Ratios (in US dollars)
[3]    Expected Portfolio Value
[4]    Adjusted Portfolio Value                      3,108.6                  2,669.5                   2,816.6
       Liquidity Reserve Amount
       Of which - Cash                                 156.9                    109.9                     116.0
                     - Accrued Expenses                 12.6                     10.0                       0.0
                                                        ----                     ----                       ---
       Subtotal                                        169.5                    119.9                     116.0
       Less Lessee Security Deposits                    36.9                     29.9                      36.0
                                                        ----                     ----                      ----
       Subtotal                                        132.6                     90.0                      80.0
                                                       -----                     ----                      ----
[5]    Total Asset Value                             3,241.2                  2,759.5                   2,896.6
                                                     =======                  =======                   =======


Note Balances as at:                                    March 15, 2001          October 15, 2002       October 15, 2002
                                                        --------------          ----------------       ----------------


     Class A                                         1,895.4       58.5%      1,660.1       60.2%       1,634.2      56.4%
     Class B                                           278.3       67.1%        249.6       69.2%         250.3      65.1%
     Class C                                           349.8       77.9%        349.8       81.9%         349.8      77.1%
     Class D                                           395.1       90.0%        395.1       96.2%         395.1      90.8%
                                                       -----                    -----                     -----
                                                     2,918.6                  2,654.6                   2,629.4
                                                     =======                  =======                   =======
</TABLE>


                                      48
<PAGE>


[1]  "Interest Coverage Ratio" is equal to Net Cash Collections (excluding
     interest and swap payments) expressed as a ratio of the interest payable
     on each subclass of Notes plus the interest and minimum principal payments
     payable on each subclass of Notes that rank senior in priority of payment
     to the relevant subclass of Notes.

[2]  "Debt Service Ratio" is equal to Net Cash Collections (excluding interest
     and swap payments) expressed as a ratio of the interest and
     minimum/scheduled principal payments payable on each subclass of Notes
     plus the interest and minimum/scheduled principal payments payable on each
     subclass of Notes that ranks equally with or senior to the relevant
     subclass of Notes in the priority of payments. In respect of the Class A
     Notes, Principal Adjustment Amount payments have been excluded as they are
     a function of aircraft values.

[3]  "Expected Portfolio Value" represents the Initial Appraised Value of each
     Aircraft in the Portfolio multiplied by the Depreciation Factor at Payment
     Date divided by the Depreciation Factor at March 1996 Closing Date.

[4]  "Adjusted Portfolio Value" represents the Base Value of each Aircraft in
     the Portfolio as determined by the most recent Appraisal multiplied by the
     Depreciation Factor at Payment Date divided by the Depreciation Factor as
     of the relevant Appraisal date.

[5]  "Total Asset Value" is equal to Total Expected/Adjusted Portfolio Value
     plus Liquidity Reserve Amount minus Lessee Security Deposits.


                                      49
<PAGE>


Item 3. Quantitative and Qualitative Disclosures about Market Risks

Interest Rate Sensitivity

Airplanes Group's principal market risk exposure is to changes in interest
rates. This exposure arises from its notes and the derivative instruments used
by Airplanes Group to manage its interest rate risk.

The terms of each subclass or class of notes, including the outstanding
principal amount as of September 30, 2002 and estimated fair value as of
September 30, 2002, are as follows:

<TABLE>
                    Annual Interest                                                                Estimated
                          Rate          Principal Amount   Expected Final          Final         Fair Value at
Subclass of Notes   (Payable Monthly)    at quarter end    Payment Date*       Maturity Date     Sept 30, 2002**
-----------------   -----------------    --------------    ------------ -      -------------     -------------
                                           $ Million                                               $ Million

<S>                  <C>                    <C>            <C>                 <C>                  <C>
Subclass A-6        (LIBOR+.34%)              210          January 15, 2004    March 15, 2019         200
Subclass A-8        (LIBOR+.375%)             700          March 15, 2003      March 15, 2019         630
Subclass A-9        (LIBOR+.55%)              750          November 15, 2008   March 15, 2019         645
Class B             (LIBOR+.75%)              250          March 15, 2009      March 15, 2019         125
Class C             (8.15%)                   350          December 15, 2013   March 15, 2019         105
Class D             (10.875%)                 395          February 15, 2017   March 15, 2019          28
                                            -----                                                   -----
                                            2,655                                                   1,733
                                            =====                                                   =====
</TABLE>

* Per 2001 Offering Memorandum
** Although the estimated fair values of the class A to D notes outstanding
have been determined by reference to prices as at September 30, 2002 provided
by an independent third party, these fair values do not reflect the market
value of these notes at a specific time and should not be relied upon as a
measure of the value that could be realized by a noteholder upon sale.

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. There has been an increasing tendency for fixed
rate leases to be written and approximately 97% of the leases are fixed 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 and other derivative instruments. The class A
and B notes bear floating rates of interest and the class C and class 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. One reason for this is 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 enters into interest rate swaps
(the `Swaps'). Under the Swaps, Airplanes Group pays fixed amounts and receives
floating amounts on a monthly basis. The Swaps amortize having regard to the
expected paydown schedule of the class A and class B notes, the expiry dates of
the leases under which lessees are contracted to make fixed rate rental
payments and the LIBOR reset dates under the floating rates leases. At least
every three months, and in practice more frequently, debis AirFinance Financial


                                      50
<PAGE>


Services (Ireland) Limited, a subsidiary of debis AirFinance Ireland, as
Airplanes Group's administrative agent (the "Administrative Agent"), seeks to
enter into additional swaps or sell at market value or unwind part or all of
the 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
September 30, 2002, Airplanes Group had unamortized Swaps with an aggregate
notional principal balance of $1,845 million. The aggregate notional principal
balance of these Swaps will be reduced to $1,550 million by the end of the
fiscal year ended March 31, 2003. These Swaps will be further reduced to an
aggregate notional principal balance of $1,120 million by the year ended March
31, 2004, to an aggregate notional principal balance of $680 million by the
year ended March 31, 2005, to an aggregate notional principal balance of $395
million by March 31, 2006 and to an aggregate notional principal balance of
$235 million by March 2007. None of the Swaps have a maturity date extending
beyond September 2007. The aggregate estimated fair market value of the Swaps
at September 30, 2002 was ($91.6) million, that is the Swaps were
"out-of-the-money", such that if sold, it would result in a loss of $91.6
million as detailed below:

Airplanes Group Swap Book at September 30, 2002

<TABLE>
            Notional                           Final          Fixed         Estimated Fair
Swap        Amount (i)       Effective       Maturity          Rate          Market Value
No.       ($ Millions)          Date           Date        Payable (ii)     at Sept 30, 2002
<S>          <C>             <C>            <C>              <C>               <C>
   1          55             15-Jul-98      15-Dec-02        6.2400%             (348,714)
   2          40             25-Aug-98      15-Feb-03        6.3900%             (702,255)
   3          15             15-Oct-98      15-Feb-03        6.3800%             (305,298)
   4          15             16-Nov-98      15-Feb-03        6.3900%             (305,942)
   5          35             15-Dec-98      15-Feb-03        6.2840%             (687,782)
   6          25             15-Feb-00      15-Mar-03        6.3965%             (597,076)
   7          15             18-Jan-00      15-Mar-03        6.3850%             (376,112)
   8          25             01-Jun-99      15-Mar-03        6.2200%             (536,548)
   9          65             21-Jun-99      15-Jun-03        6.3100%           (1,879,244)
  10          50             15-Jul-99      15-Aug-03        6.2900%           (1,907,696)
  11          15             18-Jan-00      15-Oct-03        6.4650%             (565,993)
  12          30             17-Aug-99      15-Nov-03        6.3300%           (1,378,337)
  13          10             21-Dec-99      15-Mar-03        6.5875%             (248,066)
  14          30             15-Apr-01      15-Apr-03        7.1850%             (502,674)
  15          35             15-Dec-00      15-Nov-03        7.3625%           (1,936,344)
  16          20             24-Mar-00      15-Dec-03        6.8450%           (2,386,688)
  17          10             26-Apr-00      15-Nov-03        6.6875%             (376,644)
  18          30             15-May-00      15-Jan-04        7.2995%           (1,550,651)
  19          35             15-Jun-00      15-Dec-02        7.1125%             (288,442)
  20          15             26-Jun-00      15-Feb-04        6.9775%             (640,667)
  21          45             15-Aug-00      15-Feb-04        6.7700%           (2,593,297)
  22          15             18-Aug-00      15-Apr-04        6.7700%           (1,085,658)
  23          50             17-Apr-01      15-May-04        6.8290%           (2,211,447)
  24          40             20-Sep-00      15-Nov-03        6.5625%           (1,985,553)
  25          15             12-Oct-00      15-Jul-04        6.5850%           (1,378,622)
  26          10             15-Nov-00      15-Nov-03        6.5775%             (413,918)
  27          35             17-Sep-01      15-Sep-04        5.7125%           (2,572,401)
  28          25             15-Feb-01      15-Nov-03        5.2750%             (749,409)
  29          30             15-Apr-02      15-Dec-04        5.3975%           (1,705,624)
  30           0 (iv)        15-Jul-03      15-Nov-04        5.7650%           (1,022,807)
  31          40             15-May-01      15-Jan-05        4.7950%           (2,504,047)
  32          15             15-Nov-01      15-Apr-04        4.8900%             (711,286)
  33          80             24-Jul-01      15-Dec-05        5.2850%           (7,530,883)
  34         185             21-Aug-01      15-Feb-05        4.4195%           (5,452,356)
  35           0 (iv)        17-Nov-03      17-Jan-06        5.1150%             (911,934)
  36          25             17-Oct-01      15-Nov-05        3.9475%           (1,571,825)
  37         150             20-Dec-01      15-Feb-06        4.6350%          (11,864,881)
  38          55             30-Jan-02      15-Apr-06        3.5040%             (868,055)
  39          90             15-Mar-02      15-Apr-06        4.0125%           (4,588,727)
  40          55             15-Aug-02      15-Jul-06        5.5500%           (8,186,875)
  41          80             30-Apr-02      15-Apr-04        3.3700%           (1,166,514)
  42          70             17-Jun-02      15-Jul-04        3.7700%           (2,215,193)
  43           0 (iv)        15-Jul-04      15-May-07        5.8620%           (4,500,728)
  44          25             17-Jun-02      15-Oct-04        3.5800%           (1,493,903)
  45          55             15-Jul-02      15-Dec-02        1.9675%              (16,576)
  46           0 (iv)        15-Mar-04      15-May-07        5.2020%           (1,934,324)
  47           0 (iv)        15-Apr-03      15-Dec-04        4.2350%             (792,214)
  48          65             15-Aug-02      15-Apr-04        2.1600%             (196,665)
  49           0 (iv)        15-Oct-04      17-Oct-05        4.5650%             (145,741)
  50          20             16-Sep-02      16-Jun-03        1.8100%              (33,145)
  51           0 (iv)        17-Oct-05      15-Oct-06        4.9400%              (84,397)
  52           0 (iv)        15-Nov-02      15-Apr-03        1.7900%              (49,797)
  53           0 (iv)        15-Apr-03      15-May-07        3.5350%             (618,249)
  54           0 (iv)        17-Mar-03      17-Sep-07        3.8700%             (962,399)
     ---------------------                                                 --------------
           1,845                                                              (91,640,624)
     =====================                                                 ==============
</TABLE>


                                      51
<PAGE>


(i)  While some of the above Swaps have a fixed notional amount, many amortise
     over the period to the final maturity date.

(ii) Each of the above Swaps is calculated on a monthly fixed actual/360
     adjusted basis.

(iii) Under all Swaps, Airplanes Group receives floating rate payments at one
     month LIBOR, resets monthly on an actual /360 adjusted basis.

(iv) The initial amounts for swaps number 30, 35, 43, 46, 47, 49, 51, 52, 53
     and 54 are $45 million, $15 million, $30 million, $65 million, $20
     million, $15 million, $10 million, $25 million, $60 million and $35
     million respectively.

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 can be
managed through the purchase of Swaptions. If Airplanes Group purchases
Swaptions, these, if exercised, will allow Airplanes Group to enter into
interest rate swap transactions under which it would pay floating amounts and
received fixed amounts. These Swaptions could be exercised in the event of
defaults by lessees owing fixed rate rental payments in circumstances where
interest rates had 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 can purchase Swaptions in aggregate 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, among other things,
changes in the mix of payment bases under future leases and in the prevailing
level of interest rates.

The payment of the premium for any of these Swaptions may be made at two points
in the priority of payments under the indentures. Fifty percent of any Swaption
premium in any month is a "minimum hedge payment" and is paid fourth in
Airplanes Group's order of priority of payments. The other fifty percent of the
premium is expended as a "supplemental hedge payment" and is paid seventeenth
in Airplanes Group's order of priority of payments.

If there are not sufficient amounts available for distribution and a
supplemental hedge payment would not be made in any month, then Airplanes Group
will reduce the aggregate notional amount of the Swaptions bought in that month
to reflect the amount that can be bought for the premium payable as a minimum
hedge payment. As a result of the outstanding class A principal adjustment
amount, no supplemental hedge payments can be made until there are sufficient
cash flows in any given month to satisfy all obligations ranking senior to the
supplemental hedge payment under the terms of the notes.


                                      52
<PAGE>


From time to time the Administrative Agent may also sell at market value or
unwind part or all of the outstanding Swaptions, for example, to reflect any
decreases in the Target Hedge. In the period from March 28, 1996 to September
30, 2002, Airplanes Group purchased Swaptions for interest rate swaps with an
aggregate notional principal balance of $659 million and sold Swaptions with an
aggregate notional principal balance of $589 million and Swaptions with an
aggregate notional principal of $70 million matured. The net aggregate notional
principal balance of Swaptions at September 30, 2002 therefore amounted to
$Nil. Following consultation with the rating agencies, it is not currently
proposed to purchase any Swaptions primarily due to the low interest rate
environment and our current cashflow performance.

Through the use of the Swaps, Swaptions (when applicable) and other interest
rate hedging products, Airplanes Group seeks to manage its exposure to adverse
changes in interest rates based on regular reviews of its interest rate risk.
There can be no assurance, however, that Airplanes Group's interest rate risk
management strategies will be effective in this regard. In particular, because
of our current financial situation, we may have difficulty finding
counterparties.

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 consist of the affiliates of major U.S. and European financial
institutions which have credit ratings, or which provide collateralisation
arrangements, consistent with maintaining the ratings of the class A
certificates.

The quantitative disclosure and other statements in this section are
forward-looking statements that involve risks and uncertainties. Although
Airplanes Group's policy is to limit its exposure to changes in interest rates,
it could suffer higher cashflow losses as a result of actual future changes in
interest rates. It should also be noted that Airplanes Group's future exposure
to interest rate movements will change as the composition of its lease
portfolio changes or if it issues new subclasses of refinancing notes with
different interest rate provisions from the notes. Please refer to "Risk
Factors" in the Airplanes Group Report on Form 10-K filed with the SEC on June
25, 2002 for more information about risks, especially lessee credit risk, that
could intensify Airplanes Group's exposure to changes in interest rates.


                                      53
<PAGE>


Item 4. Controls and Procedures

(a)  Evaluation of disclosure controls and procedures

The Chairman of the Board of Airplanes Limited and of the Controlling Trustees
of Airplanes Trust acting on the recommendation of the Board of Airplanes
Limited and the Controlling Trustees of Airplanes Trust, after evaluating the
effectiveness of Airplanes Group's "disclosure controls and procedures" (as
defined in Exchange Act Rules 13a-14(c) and 15-d-14(c)) as of a date (the
"Evaluation Date") within 90 days of the filing date of this quarterly report,
has concluded that as of the Evaluation Date, our disclosure controls and
procedures were adequate and effective and designed to ensure that material
information relating to Airplanes Group would be made known to the Board of
Airplanes Limited and the Controlling Trustees of Airplanes Trust.

(b)  Changes in internal controls

There were no significant changes in the internal controls of Airplanes Group
or to the knowledge of the Board of Airplanes Limited and the Controlling
Trustees of Airplanes Trust, in other factors that could significantly affect
our internal controls subsequent to the Evaluation Date.


                                      54
<PAGE>


Part II. Other Information

Item 1. Legal Proceedings

VASP
Following the default by the Brazilian airline VASP under its leases, GPA Group
(now known as debis AirFinance Ireland) sought and obtained in November 1992 a
preliminary injunction for repossession of 13 aircraft and three engines, and
subsequently repossessed these aircraft and engines. Airplanes Group acquired
seven of these aircraft from GPA Group in March 1996, four of which remain in
our portfolio and represented 1.92% of our portfolio by appraised value as of
January 31, 2002. In December 1996, the High Court in Sao Paolo, Brazil, found
in favor of VASP on appeal and granted it the right to the return of the
aircraft and engines or the right to seek damages against debis AirFinance
Ireland. debis AirFinance Ireland challenged this decision and in January 2000,
the High Court granted a stay of the 1996 judgment while it considered debis
AirFinance Ireland's rescission action. In April 2002, the High Court found in
favor of debis AirFinance Ireland's rescission action and overturned the 1996
judgment in favor of VASP. VASP may seek to appeal this decision of the High
Court. A risk of repossession would only arise if VASP were successful on
appeal in seeking repossession of the aircraft and the aircraft were located in
Brazil. Although none of our lessees which lease any of the relevant aircraft
is based in Brazil, some of them may operate those aircraft into Brazil from
time to time. debis AirFinance will continue to actively pursue all available
courses of action, including defending appeals to superior courts which may
seek to overturn the High Court decision of April 2002.

Other Matters
AeroUSA and AeroUSA 3 have in the past filed U.S. federal consolidated tax
returns and certain state and local tax returns with debis AirFinance, Inc.
(then known as AerFi, Inc.) and its subsidiaries. There are ongoing tax audits
by certain state and local tax authorities with respect to tax returns
previously reported by debis AirFinance, Inc. and its subsidiaries. debis
AirFinance believes that none of these audits will have a material adverse
impact upon the liquidity, results of operations or the financial conditions of
AeroUSA.

Subsequent to November 20, 1998, AeroUSA, Inc. and AeroUSA 3, Inc. now file
consolidated United States federal tax returns and certain state and local tax
returns with General Electric Capital Corporation ("GE"), such returns being
filed on a calendar basis. In addition, on November 20, 1998, Airplanes Trust
entered into a tax sharing agreement with GE.

Item 6. Exhibits and Reports on Form 8-K

Reports on Form 8-K:
Filed for event dates July 15, 2002, August 15, 2002 and September 16, 2002
(relating to the monthly report to holders of the certificates).


Airplanes Group Fleet Portfolio


                                      55
<PAGE>


                                   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: November 12, 2002                        AIRPLANES LIMITED


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



Date: November 12, 2002                        AIRPLANES U.S. TRUST


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


<PAGE>


CERTIFICATIONS

I, William M. McCann, the Chairman of the Board of Directors of Airplanes
Limited and Chairman of the Controlling Trustees of Airplanes U.S. Trust,
certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Airplanes Limited
     and Airplanes U.S. Trust;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of Airplanes Limited and Airplanes U.S. Trust as of, and for, the
     periods presented in this quarterly report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
     Airplanes Limited and Airplanes U.S. Trust and I have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to Airplanes Limited and Airplanes U.S.
          Trust, including their consolidated subsidiaries, is made known to
          the Board of Directors of Airplanes Limited and the Controlling
          Trustees of Airplanes U.S. Trust by others within those entities,
          particularly during the period in which this quarterly report is
          being prepared;

     (b)  evaluated the effectiveness of the disclosure controls and procedures
          of Airplanes Limited and Airplanes U.S. Trust as of a date within 90
          days prior to the filing date of this quarterly report (the
          "Evaluation Date"); and

     (c)  presented in this quarterly report my conclusions about the
          effectiveness of the disclosure controls and procedures based on my
          evaluation as of the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the auditors of
     Airplanes Limited and Airplanes U.S. Trust and the audit committee of the
     Board of Directors of Airplanes Limited and the Controlling Trustees of
     Airplanes U.S. Trust:

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the ability of Airplanes
          Limited and Airplanes U.S. Trust to record, process, summarize and
          report financial data and have identified for the auditors of
          Airplanes Limited and Airplanes U.S. Trust any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the internal controls of
          Airplanes Limited and Airplanes U.S. Trust; and

6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of



<PAGE>


     my most recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.



Date: November 12, 2002.

/s/ William M. McCann
------------------------------------------------------
W. M. McCann
Chairman of the Board of
Airplanes Limited
Chairman of the Controlling Trustees of
Airplanes U.S. Trust 1




--------
     1 Airplanes Limited and Airplanes U.S. Trust are special purpose vehicles
that do not employ and have not employed any individual as a chief executive
officer or chief financial officer and do not have and have not had any
employees or officers since their inception. For all executive management
functions Airplanes Limited and Airplanes U.S. Trust retain and rely upon their
third party aircraft servicer, administrative agent and cash manager. These
third party service providers are required to perform these executive
management functions in accordance with the requirements of the servicing
agreement, administrative agency agreement and cash management agreement,
respectively. With respect to the information contained in this quarterly
report on Form 10-Q, all information regarding the aircraft, the leases and the
lessees is provided by the servicer pursuant to the servicing agreement. The
cash manager calculates monthly payments and makes all other calculations
required by the cash management agreement. Pursuant to the administrative
agency agreement, the administrative agent uses the information provided by the
servicer and the cash manager and other information the administrative agent
acquires in the performance of its services to Airplanes Limited and Airplanes
U.S. Trust, to prepare all disclosure (including this quarterly report on Form
10-Q) required to be filed with the Securities and Exchange Commission.

     All members of the Board of Directors of Airplanes Limited and the
Controlling Trustees of Airplanes U.S. Trust, including the Chairman, are
non-executives.

<PAGE>


                                                      Appendix 1


<TABLE>
                       Particulars of the Portfolio as of September 30, 2002 are contained in the table below

                                                 AIRPLANES GROUP PORTFOLIO ANALYSIS
                                                                                                                         Appraised
                                                                                                                          Value at
                                                                                                                         January 31,
                                                                                 Aircraft        Engine         Serial      2002
Region          Country                    Lessee                                  Type       Configuration     Number   (US$000's)
------          -------                    -------                              ----------    -------------     ------   ----------
<S>             <C>                        <C>                                  <C>           <C>               <C>       <C>
Africa          Tunisia                    Nouvelair Tunisie                    MD83          JT8D-219          49631     16,203
                Tunisia                    Nouvelair Tunisie                    MD83          JT8D-219          49672     14,622
Asia & Far      Bangladesh                 GMG Airlines                         DHC8-300      PW123              307       6,988
  East          China                      China Southern                       B737-500      CFM56-3C1         24897     17,779
                China                      China Southern                       B737-500      CFM56-3C1         25182     18,906
                China                      China Southern                       B737-500      CFM56-3C1         25183     19,580
                China                      China Southern                       B737-500      CFM56-3C1         25188     19,451
                China                      Shandong Airlines Co. Ltd.           B737-300QC    CFM56-3B1         23499     16,480
                China                      Shandong Airlines Co. Ltd.           B737-300QC    CFM56-3B1         23500     16,213
                China                      Xinjiang                             B757-200      RB211-535E4-37    26156     35,383
                Indonesia                  Merpati Nusantara Airlines           B737-200A     JT8D-15           22368      2,730
                Indonesia                  Merpati Nusantara Airlines           B737-200A     JT8D-15           22369      2,939
                Indonesia                  PT Garuda Indonesia                  B737-400      CFM56-3C1         24683     22,470
                Indonesia                  PT Garuda Indonesia                  B737-400      CFM56-3C1         24691     22,731
                Indonesia                  PT Mandala Airlines                  B737-200A     JT8D-17           21685      3,281
                Indonesia                  PT Mandala Airlines                  B737-200A     JT8D-15           22278      3,726
                Indonesia                  PT Mandala Airlines                  B737-200A     JT8D-17A          22803      4,408
                Indonesia                  PT Mandala Airlines                  B737-200A     JT8D-17A          22804      4,968
                Indonesia                  PT Mandala Airlines                  B737-200A     JT8D-17A          23023      4,068
                Indonesia                  PT Metro Batavia                     B737-200A     JT8D-15           22397      2,704
                Indonesia                  PT Metro Batavia                     B737-200A     JT8D-17A          22407      2,975
                Malaysia                   Air Asia Sdn. Bhd.                   B737-300      CFM56-3C1         24905     20,678
                Malaysia                   Air Asia Sdn. Bhd.                   B737-300      CFM56-3C1         24907     20,797
                Pakistan                   Pakistan Int Airline                 A300-B4-200   CF6-50C2           269       7,491
                Philippines                Philippine Airlines                  B737-400      CFM56-3C1         24684     21,898
                Philippines                Philippine Airlines                  B737-300      CFM56-3B1         24770     19,040
                Philippines                Philippine Airlines                  B737-400      CFM56-3C1         26081     25,149
                South Korea                Asiana Airlines                      B737-400      CFM56-3C1         24493     20,273
                South Korea                Asiana Airlines                      B737-400      CFM56-3C1         24520     20,502
                Taiwan                     Far Eastern Air Transport            MD83          JT8D-219          49950     17,454
Australia &     Australia                  National Jet Systems                 DHC8-100      PW121              229       5,273
  New Zealand   New Zealand                New Zealand International Airlines   METRO-III     TPE331-11          705       1,010
                New Zealand                New Zealand International Airlines   METRO-III     TPE331-11          711        986
                New Zealand                New Zealand International Airlines   METRO-III     TPE331-11          712        902
Europe          Czech Republic             Travel Servis                        B737-400      CFM56-3C1         24911     23,439
                France                     Air France                           A320-200      CFM56-5A3          203      25,214
                France                     Air France                           A320-200      CFM56              220      25,164
                France                     Air Liberte S.A.                     MD83          JT8D-219          49943     17,477
                Hungary                    Malev                                B737-400      CFM56-3C1         25190     23,630
                Hungary                    Malev                                B737-400      CFM56-3C1         26069     24,524
                Hungary                    Malev                                B737-400      CFM56-3C1         26071     23,994
                Iceland                    Air Atlanta                          B767-300ER    PW4060            26204     52,737
                Italy                      Air One SpA                          B737-400      CFM56-3C1         24906     21,528
                Italy                      Air One SpA                          B737-400      CFM56-3C1         24912     21,908
                Italy                      Air One SpA                          B737-300      CFM56-3C1         25179     21,645
                Italy                      Air One SpA                          B737-300      CFM56-3C1         25187     21,373
                Italy                      Eurofly S.P.A                        MD83          JT8D-219          49390     12,986
                Italy                      Meridiana SpA                        MD83          JT8D-219          49792     16,811
                Italy                      Meridiana SpA                        MD83          JT8D-219          49935     16,690
                Italy                      Meridiana SpA                        MD83          JT8D-219          49951     17,625
                Netherlands                Schreiner Airways                    DHC8-300      PW123              232       6,140
                Netherlands                Schreiner Airways                    DHC8-300      PW123              244       6,290
                Netherlands                Schreiner Airways                    DHC8-300      PW123              266       6,992
                Netherlands                Schreiner Airways                    DHC8-300      PW123              276       6,752
                Netherlands                Schreiner Airways                    DHC8-300      PW123              298       7,124
                Netherlands                Schreiner Airways                    DHC8-300      PW123              300       7,206
                Norway                     Wideroe's Flyveselskap a/s           DHC8-300      PW123              293       6,848
                Norway                     Wideroe's Flyveselskap a/s           DHC8-300      PW123              342       7,541
                Spain                      Futura                               B737-400      CFM56-3C1         24689     21,786
                Spain                      Futura                               B737-400      CFM56-3C1         24690     21,961
                Spain                      Futura                               B737-400      CFM56-3C1         25180     23,686
                Spain                      Spanair                              MD83          JT8D-219          49620     15,332
                Spain                      Spanair                              MD83          JT8D-219          49624     14,889
                Spain                      Spanair                              MD83          JT8D-219          49626     14,675
                Spain                      Spanair                              MD83          JT8D-219          49709     14,617
                Spain                      Spanair                              MD83          JT8D-219          49936     16,560
                Spain                      Spanair                              MD83          JT8D-219          49938     17,306
                Turkey                     FreeBird Airlines                    MD83          JT8D-219          49949     18,197
                Turkey                     MNG Airlines Cargo                   A300-C4-200   CF6-50C2            83      11,617
                Turkey                     Pegasus                              B737-400      CFM56-3C1         24345     20,040
                Turkey                     Pegasus                              B737-400      CFM56-3C1         24687     20,815
                Turkey                     Turk Hava Yollari                    B737-400      CFM56-3C1         24917     22,479
                Turkey                     Turk Hava Yollari                    B737-400      CFM56-3C1         25181     23,284
                Turkey                     Turk Hava Yollari                    B737-400      CFM56-3C1         25184     24,210
                Turkey                     Turk Hava Yollari                    B737-400      CFM56-3C1         25261     23,761
                Turkey                     Turk Hava Yollari                    B737-500      CFM56-3C1         25288     19,359
                Turkey                     Turk Hava Yollari                    B737-500      CFM56-3C1         25289     18,988
                Turkey                     Turk Hava Yollari                    B737-400      CFM56-3C1         26065     23,764
                United Kingdom             British Airways CitiExpress          DHC8-300      PW123              296       6,674
                United Kingdom             British Airways CitiExpress          DHC8-300      PW123              334       7,305
                United Kingdom             Go Fly Limited                       B737-300      CFM56-3B2         23923     17,878
                United Kingdom             Monarch Airlines                     B757-200      RB2110-535E4-37   26151     36,033
                United Kingdom             MyTravel Airways                     A320-200      CFM56              294      26,464
                United Kingdom             MyTravel Airways                     A320-200      CFM56              301      26,493
</TABLE>


<PAGE>


<TABLE>
                                                                                                                         Appraised
                                                                                                                          Value at
                                                                                                                         January 31,
                                                                                 Aircraft        Engine         Serial      2002
Region          Country                    Lessee                                  Type       Configuration     Number   (US$000's)
------          -------                    -------                              ----------    -------------     ------   ----------
<S>             <C>                        <C>                                  <C>           <C>               <C>       <C>
                United Kingdom             MyTravel Airways                     A320-200      CFM56              348      26,494
                United Kingdom             MyTravel Airways                     A320-200      CFM56-5A3          349      26,985
                United Kingdom             Titan Airways Limited                ATR42-300     PW120              109       4,250
                United Kingdom             Titan Airways Limited                ATR42-300     PW120              113       4,329
Latin America   Antigua                    Caribbean Star                       DHC8-300      PW123              267       7,088
                Antigua                    Liat                                 DHC8-100      PW120-A            113       3,829
                Antigua                    Liat                                 DHC8-100      PW120-A            140       3,745
                Antigua                    Liat                                 DHC8-100      PW120-A            144       4,062
                Antigua                    Liat                                 DHC8-100      PW120-A            270       4,602
                Antigua                    Liat                                 DHC8-300      PW123              283       6,701
                Brazil                     Rio Sul                              B737-500      CFM56-3C1         25185     18,239
                Brazil                     Rio Sul                              B737-500      CFM56-3C1         25186     18,860
                Brazil                     Rio Sul                              B737-500      CFM56-3C1         25191     20,072
                Brazil                     TAM                                  F100          TAY650-15         11284      8,911
                Brazil                     TAM                                  F100          TAY650-15         11285      9,196
                Brazil                     TAM                                  F100          TAY650-15         11304      9,774
                Brazil                     TAM                                  F100          TAY650-15         11305      9,470
                Brazil                     TAM                                  F100          TAY650-15         11336      9,864
                Brazil                     TAM                                  F100          TAY650-15         11347      9,748
                Brazil                     TAM                                  F100          TAY650-15         11348      9,909
                Brazil                     TAM                                  F100          TAY650-15         11371      9,902
                Brazil                     VARIG                                MD11          CF6-80C2-D1F      48499     52,167
                Brazil                     VARIG                                MD11          CF6-80C2-D1F      48500     54,029
                Brazil                     VARIG                                MD11          CF6-80C2-D1F      48501     53,471
                Chile                      Fast Air                             DC8-71F       CFM56-2C1         45810     11,373
                Chile                      Lan Chile Airlines                   B737-200A     JT8D-17A          23024      4,248
                Colombia                   ACES                                 ATR42-300     PW121-5A1          284       5,808
                Colombia                   Avianca                              B767-200ER    PW4056            25421     40,645
                Colombia                   Avianca                              B757-200      RB211-535E4-37    26154     33,955
                Colombia                   Avianca                              MD83          JT8D-219          49939     15,702
                Colombia                   Avianca                              MD83          JT8D-219          49946     16,160
                Colombia                   Avianca                              MD83          JT8D-219          53120     17,509
                Colombia                   Avianca                              MD83          JT8D-219          53125     17,470
                Colombia                   Tampa                                DC8-71F       CFM56-2C1         45849     12,315
                Colombia                   Tampa                                DC8-71F       CFM56-2C1         45945     12,033
                Colombia                   Tampa                                DC8-71F       CFM56-2C1         46066     12,128
                Mexico                     Aeromexico                           DC9-32        JT8D-17           48125      1,709
                Mexico                     Aeromexico                           DC9-32        JT8D-17           48126      1,831
                Mexico                     Aeromexico                           DC9-32        JT8D-17           48127      1,345
                Mexico                     Aeromexico                           DC9-32        JT8D-17           48128      1,668
                Mexico                     Aeromexico                           DC9-32        JT8D-17           48129      1,768
                Mexico                     Aeromexico                           DC9-32        JT8D-17           48130      1,710
                Mexico                     Aeromexico                           MD82          JT8D-217          49660     13,366
                Mexico                     Aeromexico                           MD82          JT8D-217A         49667     13,182
                Mexico                     Aeromexico                           MD87          JT8D-219          49673     12,410
                Mexico                     Mexicana                             F100          TAY650-15         11266      9,513
                Mexico                     Mexicana                             F100          TAY650-15         11309      9,842
                Mexico                     Mexicana                             F100          TAY650-15         11319      9,854
                Mexico                     Mexicana                             F100          TAY650-15         11339     10,260
                Mexico                     Mexicana                             F100          TAY650-15         11374     10,363
                Mexico                     Mexicana                             F100          TAY650-15         11375     10,421
                Mexico                     Mexicana                             F100          TAY650-15         11382     10,478
                Mexico                     Mexicana                             F100          TAY650-15         11384     10,373
                Netherlands Antilles       ALM                                  DHC8-300C     PW123              230       6,584
                Netherlands Antilles       ALM                                  DHC8-300C     PW123              242       6,645
                Trinidad & Tobago          BWIA International                   MD83          JT8D-219          49789     16,246
North America   Canada                     Air Canada                           A320-200      CFM56-5A1          174      25,910
                Canada                     Air Canada                           A320-200      CFM56-5A1          175      25,755
                Canada                     Air Canada                           A320-200      CFM56-5A1          232      25,150
                Canada                     Air Canada                           A320-200      CFM56-5A1          284      25,411
                Canada                     Air Canada                           A320-200      CFM56-5A1          309      26,687
                Canada                     Air Canada                           A320-200      CFM56-5A1          404      29,157
                Canada                     Air Canada                           B767-300ER    PW4060            24948     49,338
                Canada                     Air Canada                           B767-300ER    PW4060            26200     53,328
                United States of America   BAX Global                           DC8-71F       CFM56-2C1         45811     11,951
                United States of America   BAX Global                           DC8-71F       CFM56-2C1         45813     11,583
                United States of America   BAX Global                           DC8-71F       CFM56-2C1         45971     10,392
                United States of America   BAX Global                           DC8-71F       CFM56-2C1         45973     12,750
                United States of America   BAX Global                           DC8-71F       CFM56-2C1         45978     11,404
                United States of America   BAX Global                           DC8-71F       CFM56-2C1         45993     11,163
                United States of America   BAX Global                           DC8-71F       CFM56-2C1         45994     11,221
                United States of America   BAX Global                           DC8-71F       CFM56-2C1         45998     11,611
                United States of America   BAX Global                           DC8-71F       CFM56-2C1         46065     12,059
                United States of America   DHL Airways                          DC8-73CF      CFM56-2C1         46091     15,607
                United States of America   Frontier Airlines, Inc.              B737-300      CFM56-3B1         23177     15,075
                United States of America   Idefix                               ATR42-300     PW120              249       5,428
                United States of America   Pace Airlines                        B737-300      CFM56-3B2         23749     16,908
                United States of America   Polar Air Cargo                      B747-200SF    JT9D-7Q           21730     25,018
                United States of America   TWA                                  B767-300ER    PW4060            25411     53,249
                United States of America   TWA                                  MD83          JT8D-219          49575     14,044
Others          Kazakstan                  Air Kazakstan                        B737-200A     JT8D-15           22090      2,903
                Kazakstan                  Air Kazakstan                        B737-200A     JT8D-15           22453      3,617
                Ukraine                    Ukraine International                B737-500      CFM56-3C1         25192     18,378
                Ukraine                    Ukraine International                B737-500      CFM56-3C1         26075     19,271
Off Lease       Off Lease                  Off Lease                            A300-B4-200   CF6-50C2           131       6,004
                                           Off Lease                            DHC8-100      PW121              258       4,614
                                           Off Lease - Sale LOI (1)             B727-200A     JT8D-17R          21600      2,537
</TABLE>

<PAGE>


<TABLE>
                                                                                                                         Appraised
                                                                                                                          Value at
                                                                                                                         January 31,
                                                                                 Aircraft        Engine         Serial      2002
Region          Country                    Lessee                                  Type       Configuration     Number   (US$000's)
------          -------                    -------                              ----------    -------------     ------   ----------
<S>             <C>                        <C>                                  <C>           <C>               <C>       <C>
                                           Off Lease                            B737-200A     JT8D-17A          22802      4,801
                                           Off Lease                            DC8-71F       CFM56-2C1         45946     11,335
                                           Off Lease                            DC8-71F       CFM56-2C1         45970     12,058
                                           Off Lease                            DC8-71F       CFM56-2C1         45976     11,853
                                           Off Lease                            DC8-71F       CFM56-2C1         45996     12,427
                                           Off Lease                            DC8-71F       CFM56-2C1         45997     12,717
                                           Off Lease - Sale LOI (1)             DC9-51        JT8D-17           47742      1,667
                                           Off Lease                            DC9-51        JT8D-17           47784      1,852
                                           Off Lease                            MD83          JT8D-219          49442     13,430
                                           Off Lease - LOI (2)                  MD83          JT8D-219          49941     17,327
                                           Off Lease                            B737-200A     JT8D-15           22979      4,272
                                           Off Lease                            B737-200A     JT8D-15           21735      4,264

                                                                                                                     -------------
                                                                                                                       2,790,006
                                                                                                                     -------------
</TABLE>

Note:

(1)  This aircraft is subject to a sale LOI and is scheduled to be sold after
     September 30, 2002.

(2)  This aircraft is subject to a lease LOI and is scheduled for delivery to
     the relevant lessee after September 30, 2002.