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 June 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                   June 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 June 30, 2002

                                     Index

Part I.       Financial Information                                    Page No.

Item 1.       Financial Statements (Unaudited)                             3

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


Item 2.       Management's Discussion and Analysis of Financial           12
              Condition and Results of Operations
              - Introduction
              - Results of Operations
              - Three Months Ended June 30, 2002 compared with Three
                Months Ended June 30, 2001
              - Comparison of Actual Cashflows versus the 2001
                 Base Case for the Two Month Period Ended July 15, 2002

Item 3.       Quantitative and Qualitative Disclosures about
              Market Risks                                                40

Part II.      Other Information

Item 1.       Legal Proceedings                                           44

Item 6.       Exhibits and Reports on Form 8 - K                          44

Signatures

<PAGE>



Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

<TABLE>
                                               AIRPLANES GROUP

                                      UNAUDITED CONDENSED BALANCE SHEETS


                                                 March 31,                            June 30,
                                     ---------------------------------    ---------------------------------
                                                   2002                                 2002
                                     ---------------------------------    ---------------------------------
                                     Airplanes    Airplanes               Airplanes   Airplanes
                                      Limited       Trust     Combined     Limited      Trust      Combined
                                     ---------    ---------   --------    --------    ---------    --------
                                                ($millions)                          ($millions)
ASSETS
<S>                                   <C>           <C>       <C>        <C>          <C>         <C>
Cash                                       136           6         142         155           6          161
Accounts receivable
    Trade receivables                       28          10          38          30           7           37
    Allowance for doubtful debts           (14)         (8)        (22)        (15)         (7)         (22)
Amounts due from Airplanes Limited           -          63          63           -          66           66
Aircraft, net                            2,175         121       2,296       2,135         119        2,254
Other assets                                 2           4           6           4           4            8
                                     ---------    --------    --------    --------    --------     --------
Total assets                             2,327         196       2,523       2,309         195        2,504
                                     =========    ========    ========    ========    ========     ========

LIABILITIES

Accrued expenses and other liabilities   1,470         140       1,610       1,604         153        1,757
Amounts due from Airplanes Trust            63           -          63          66           -           66
Indebtedness                             3,019         295       3,314       2,997         292        3,289
Provision for maintenance                  246          11         257         251          12          263
Deferred income taxes                       16          23          39          15          23           38
                                     ---------    --------    --------    --------    --------     --------
Total liabilities                        4,814         469       5,283       4,933         480        5,413
                                     ---------    ---------   ---------   --------    --------     --------
Net liabilities                         (2,487)       (273)     (2,760)     (2,624)       (285)      (2,909)
                                     ---------    --------    --------    --------    --------     --------
                                         2,327         196       2,523       2,309         195        2,504
                                     =========    ========    ========    ========    ========     ========

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

                                                             3

<PAGE>

<TABLE>

                                               AIRPLANES GROUP

                                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                   Three Months Ended June 30,
                                ------------------------------------------------------------------
                                             2001                            2002
                                -------------------------------  ---------------------------------
                                Airplanes  Airplanes             Airplanes   Airplanes
                                 Limited    Trust     Combined    Limited      Trust      Combined
                                ---------  ---------  --------   ---------  ----------    --------
                                          ($millions)                      ($millions)
Revenues
<S>                             <C>         <C>       <C>        <C>        <C>           <C>
Aircraft leasing                     104         10        114         99          10          109
Aircraft sales                         -          -          -          4           -            4

Expenses
Cost of Aircraft sold                  -          -          -         (4)          -           (4)
Depreciation and amortisation        (38)        (4)       (42)       (34)         (2)         (36)
Net interest expense                (139)       (14)      (153)      (154)        (15)        (169)
Bad and doubtful debts                 2          1          3          -           -            -
Other lease costs                    (22)        (1)       (23)       (21)         (2)         (23)
Selling, general and administrative
     expenses                         (8)        (1)        (9)        (7)         (1)          (8)
                                ---------  ---------  ---------  --------   ---------      -------
Operating (loss) before
provision for  income taxes         (101)        (9)      (110)      (117)        (10)        (127)
Income tax benefit/(charge)            1          -          1          -           -            -
                                ---------  ---------  ---------  --------   ---------      -------

Net Loss before cumulative
  effect of change in accounting
  principle, adoption of SFAS 133   (100)        (9)      (109)      (117)        (10)        (127)

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

                                ---------  ---------  ---------  --------   ---------      -------
Net (loss)                           (95)        (9)      (104)      (117)        (10)        (127)
                                =========  =========  =========  ========   =========      =======


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

                                                 4
<PAGE>

<TABLE>
                                                           AIRPLANES GROUP

                                    UNAUDITED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)


                                                                         Three Months Ended June 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                                 (95)           (9)          (104)          (117)          (10)            (127)

Other Comprehensive Loss
 - Cumulative effect of accounting changes          (35)           (3)           (38)             -             -                -
 - Net change in cashflow hedges                      2             -              2            (20)           (2)             (22)



                                            ------------  ------------   ------------  -------------   -----------   --------------
Comprehensive Loss                                 (128)          (12)          (140)          (137)          (12)            (149)
                                            ============  ============   ============  =============   ===========   ==============


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


                                                                  5
<PAGE>

<TABLE>
                                                           AIRPLANES GROUP

                              UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT/NET LIABILITIES

                                                     Three Months Ended June 30, 2002 and June 30, 2001

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

Net loss for the period                                           95                  95                      9             104

Other Comprehensive Loss                                          33                  33                      3              36

                                       -------------   --------------  ------------------   --------------------   -------------
Balance at June 30, 2001                          -            1,959               1,959                    210           2,169
                                       =============   ==============  ==================   ====================   =============

Balance at March 31, 2002                         -            2,487               2,487                    273           2,760

Net loss for the period                           -              117                 117                     10             127

Other Comprehensive Loss                          -               20                  20                      2              22

                                       -------------   --------------  ------------------   --------------------   -------------
Balance at June 30, 2002                          -            2,624               2,624                    285           2,909
                                       =============   ==============  ==================   ====================   =============


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


                                                                  6
<PAGE>

<TABLE>
                                                           AIRPLANES GROUP

                                             UNAUDITED CONDENSED STATEMENTS OF CASHFLOWS


                                                                          Three Months Ended June 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                                              (95)            (9)         (104)          (117)           (10)          (127)
Adjustment to reconcile (net loss)
to net cash provided by operating activities:
Depreciation                                           38              4            42             34              2             36
Aircraft maintenance, net                               7              -             7              8              1              9
Profit on disposal of aircraft                          -              -             -              -              -              -
Deferred income taxes                                  (1)             -            (1)             -              -              -
Provision for bad debts                                (2)            (1)           (3)             -              -              -
Accrued and deferred interest expense                  88              9            97            111             11            122

Changes in operating assets & liabilities:
Accounts receivable                                     5             (2)            3              -              1              1
Intercompany account movements                         (6)             6             -              3             (3)             -
Other accruals and liabilities                         (6)             -            (6)             2              -              2
Other assets                                            2              -             2             (2)             -             (2)

                                              ------------  -------------  ------------   ------------   ------------   ------------
Net cash provided by operating activities              30              7            37             39              2             41
                                              ============  =============  ============   ============   ============   ============

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

Cash flows from financing activities
Decrease in indebtedness                              (76)            (7)          (83)           (23)            (2)           (25)

                                              ------------  -------------  ------------   ------------   ------------   ------------
Net cash used in financing activities                 (76)            (7)          (83)           (23)            (2)           (25)
                                              ============  =============  ============   ============   ============   ============

Net (decrease)/increase in cash                       (39)             -           (39)            19              -             19

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

Cash at end of period                                 152              6           158            155              6            161
                                              ============  =============  ============   ============   ============   ============

Cash paid in respect of:
Interest                                               50              5            55             43              4             47
                                              ============  =============  ============   ============   ============   ============
</TABLE>


                                                                  7


<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 June 30, 2002 and
for the three month periods ending June 30, 2002 and June 30, 2001. Such
adjustments are of a normal, recurring nature. The results of operations for
the three month period ended June 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 June 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. 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 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


                                       8
<PAGE>


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 cost 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 $131.8 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 expect 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 the 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. There have also been a number of rating actions in the three
months ended June 30, 2002 and subsequently.

On June 24, 2002, Fitch downgraded the class C certificates from BB to B+ and
the class D certificates from B to CCC and downgraded the class A certificates
from AA to A+ and the class B certificates from A to BBB+. 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


                                       9
<PAGE>


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 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. 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 statements have been restated to
reflect this change.

This change resulted in an increase in the net loss of $1 million (Airplanes
Limited: $1 million; Airplanes Trust: $Nil) in the three month period ended
June 30, 2001.


                                      10
<PAGE>


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 June 30, 2002 represents the aggregate of the outstanding class
A - D notes and class E notes (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 3 to 11) 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 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.



                                      11
<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 June 30, 2002, we owned 183 aircraft, 171 of which were on lease to
63 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 and the corresponding subclass A-4 and A-7 notes. On
May 30, 2001 we consummated an exchange offer under which the subclass A-9
certificates were exchanged for certificates which are registered with the
Securities and Exchange Commission. The registration statement filed by us in
connection with the exchange offer went effective on April 26, 2001.

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.

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,


                                      12
<PAGE>


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 June 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. 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 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 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


                                      13
<PAGE>


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. The servicer is still
pursuing negotiations with certain lessees and we expect further restructurings
to be agreed 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 depreciation 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 $131.8 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 expect 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.


                                      14
<PAGE>


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. There have also been a number of rating actions in the three
months ended June 30, 2002 and subsequently.

On June 24, 2002, Fitch downgraded the class C certificates from BB to B+ and
the class D certificates from B to CCC and downgraded the class A certificates
from AA to A+ and the class B certificates from A to BBB+. On July 12, 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.

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


                                      15
<PAGE>


principal allocable to that aircraft by reference to 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 sell 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.

Remarketing

At June 30, 2002, we had fifty one aircraft scheduled to be remarketed before
June 30, 2003. These comprise four B737-300s / 400s, three B727/B737-200As,
eleven DHC8s, four MD-83s, eight DC8s, two B767s, one A300, six A320s, three
Metro IIIs, four DC9s, four ATR42s 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 applicable to the current lease.
However, the Board has determined that there have been no further changes in
circumstances since March 2002 which would require additional aircraft
impairment provisions.

The Lessees

Europe:
At June 30, 2002 we leased 56 aircraft which represented 36.01% of our
portfolio by appraised value at January 31, 2002 to operators in Europe.

One Dutch lessee of seven DHC8-300 aircraft at June 30, 2002, representing
1.69% of our portfolio by appraised value at January 31, 2002, following the
cancellation of certain contracts, had grounded four of the aircraft. The
lessee has now resumed full operation of its aircraft.

At June 30, 2002, one French lessee representing 0.63% of our portfolio by
appraised value as of January 31, 2002, following discussions with the
servicer, has entered into an agreement to reduce its lease rental by 16%.

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. Following redelivery, the aircraft has
become subject to a letter of intent to lease. 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 June 30,


                                      16

<Page>



2002 the lessee has made payments substantially 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 has continued to perform substantially in
accordance with the terms of this restructuring as of June 30, 2002.

North America

At June 30, 2002 we leased 24 aircraft representing 17.89% of our portfolio by
appraised value as of January 31, 2002, to operators in North America.

On August 13, 2001, a US lessee of three DC8 freighter aircraft, representing
1.46% of our portfolio by appraised value as of January 31, 2002 announced that
it was suspending flight operations as a result of safety concerns with its
fleet. The airline continued to meet its obligations under the leases. In the
three month period ended June 30, 2002, the servicer, following discussions
with the lessee agreed to the early return of the three aircraft with the
lessee paying compensation for lost rentals and redelivery conditions. The
aircraft are currently being remarketed.

During the three month period ended June 30, 2002, the servicer, following
discussions regarding arrears with one US lessee of two B737-200A aircraft,
representing 0.3% of our portfolio by appraised value at January 31, 2002,
agreed to the early return of the aircraft. The servicer continues to have
discussions regarding the settlement of the lessee's arrears. Since June 30,
2002 the lessee has filed for protection from its creditors.

At June 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 is currently
being prepared for redelivery to us. The servicer continues to effect the
redelivery.

Latin America

At June 30, 2002, lessees with respect to 26.54% 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 slowdown and the events of September 11, 2001,
which may cause further difficulties for our lessees.

The servicer is currently in discussions with a Brazilian lessee regarding its
obligations under its leases. The lessee of three MD-11 aircraft, representing
5.72% of our portfolio by appraised


                                      17
<PAGE>


value as of January 31, 2002, due to trading difficulties, is currently in
arrears. Since June 30, 2002, agreement has been reached with the lessee
regarding the immediate clearing of arrears without any further changes to the
lease terms.

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.

During the three months ended June 30, 2002, a Brazilian lessee of five
B737-500 aircraft, representing 3.4% 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.

The servicer has concluded discussions with a Mexican lessee of six DC9
aircraft, two MD-82 aircraft and one MD-87 aircraft, representing 1.76% of our
portfolio by appraised value as of January 31, 2002 with regard to extending
the leases in respect of such aircraft at reduced rentals which would become
effective immediately.

An Argentinean former lessee of two B737-200A aircraft representing 0.24% of
our portfolio by appraised value as of January 31, 2002, filed for protection
from its creditors on May 17, 2001. The servicer has concluded the cash sale of
the two aircraft to the lessee on terms which included the forgiveness of all
arrears.

At June 30, 2002, we leased ten aircraft, representing 6.59% of our portfolio
by appraised value at January 31, 2002 to three 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 June 30, 2002 we leased six aircraft (included above) to one Colombian
lessee, representing 5.07% of our portfolio by appraised value at January 31,
2002. On June 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 is discussing a possible restructuring
of the lessee's obligations under the leases.

Asia and the Far East

As of March 31, 2002, 25 aircraft representing 13.43% 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


                                      18
<PAGE>


in the economies of this 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 June 30, 2002 the lessee
has paid in accordance with the rescheduling agreement.

Commercial Opportunities for our MD-11 Aircraft

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. Because the market for these
aircraft in their current passenger configuration is currently, and is expected
to remain, very weak, 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.

The current market value of these aircraft is such that we would not be able to
sell the aircraft at prices that would meet the Indenture requirements.
Conversion into freighter aircraft would involve substantial cash expenditures
by us.

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 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. 180 of our aircraft 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 June 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 $14.1 million. To date, we have completed the
modification of seven aircraft at a cost of $3.4 million. We expect to complete
the modification of eight aircraft by December 31, 2002 at an estimated cost of
approximately $3.6 million and to modify the remaining fourteen aircraft by
December 31, 2005 at an


                                      19
<PAGE>


estimated cost of $7.1 million.

The FAA has recently issued an AD mandating the modification of affected lap
joints on Boeing 737 aircraft when the aircraft has completed 50,000 cycles.
The estimated cost to implement those modifications for each aircraft is
approximately $230,000 per aircraft. 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, we could incur significant
costs in the future in ensuring our Boeing 737 aircraft comply with these
standards, which could impact adversely our results of operations.

The FAA is also expected to issue an AD in the near term mandating a re-design
of the rudder systems of Boeing 737 aircraft. The average cost per aircraft of
these modifications is expected to be approximately $50,000. Depending on the
time period within which the modifications are required to be made, the costs
may be the responsibility of lessees under their leases. However, 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.


                                      20
<PAGE>


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

Airplanes Group's results for the three months ended June 30, 2002 reflected a
continuation of the already apparent difficult trading conditions for the
aviation industry. The events of September 11, 2001 as discussed above at
"Recent Developments", 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 $41 million in cash from operations in the three
months ended June 30, 2002 compared to $37 million in the same period of the
previous year. The increase in cash generated from operations in the three
month period ended June 30, 2002 is primarily attributable to a one time
receipt of $18.5 million from one lessee in compensation for the early
redelivery of three DC8 aircraft and a greater net inflow of maintenance
reserves compared to the three months ended June 30, 2001. This was offset by 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 three aircraft sales in the three months ended June
30, 2002, compared to the three months ended June 30, 2001 when there were no
sales. Notwithstanding the generation of $41 million in cash from operations in
the three month period ended June 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 June 30, 2002 of $127 million (Airplanes
Limited: $117 million; Airplanes Trust: $10 million) compared to a net loss
after taxation for the three months ended June 30, 2001 of $104 million
(Airplanes Limited: $95 million; Airplanes Trust: $9 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 June 30, 2002 were $109
million (Airplanes Limited: $99 million; Airplanes Trust: $10 million) compared
with $114 million (Airplanes Limited: $104 million; Airplanes Trust: $10
million) for the three months ended June 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 June 30, 2002 and to the reduction in the number of aircraft on lease in
the period ended June 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
June 30, 2002, we had 171 of our 183 aircraft on lease (Airplanes Limited: 158
aircraft; Airplanes Trust: 13 aircraft) compared to 181 of our 190 aircraft on
lease (Airplanes Limited: 165 aircraft; Airplanes Trust: 16 aircraft) at June
30, 2001.

Depreciation and Amortization

The charge for depreciation and amortization in the three months ended June 30,
2002 amounted to $36 million (Airplanes Limited: $34 million; Airplanes Trust:
$2 million) as


                                      21
<PAGE>


compared with $42 million (Airplanes Limited: $38 million; Airplanes Trust: $4
million) for the comparative period in 2001. The reduction in the charge in the
three month period ended June 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 three months ended June 30, 2002. The net book
value of the aircraft sold was $4 million (Airplanes Limited: $4 million,
Airplanes Trust: $Nil). There were no sales in the three month period ended
June 30, 2001.

Net Interest Expense

Net interest expense was $169 million (Airplanes Limited: $154 million;
Airplanes Trust: $15 million) in the three month period ended June 30, 2002
compared to $153 million (Airplanes Limited: $139 million; Airplanes Trust: $14
million) in the three month period ended June 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 $22 million and lower average debt and interest rates in the three
months ended June 30, 2002.

The weighted average interest rate on the class A - D notes during the three
months ended June 30, 2002 was 6.95% and the average debt in respect of the
class A - D notes outstanding during the period was $2,725 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 June 30, 2001 was 7.42% and the average debt in respect of the class
A - D notes outstanding during the period was $2,867 million.

The difference for the three months ended June 30, 2002 in Airplanes Group's
net interest expense of $169 million (Airplanes Limited: $154 million;
Airplanes Trust: $15 million) and cash paid in respect of interest of $47
million (Airplanes Limited: $43 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 June 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 June 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 existing in the lessee's operating environment.
While a number of Airplanes Group's lessees failed to meet their


                                      22
<PAGE>


contractual obligations in the three month period ended June 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 no net charge
in respect of bad and doubtful debts in the three months ended June 30, 2002,
compared with an overall net release of provisions of $3 million for the three
months ended June 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 three months ended June 30, 2002 amounted to
$23 million (Airplanes Limited: $21 million; Airplanes Trust: $2 million)
comparable with other lease costs of $23 million (Airplanes Limited: $22
million; Airplanes Trust: $1 million) in the three months ended June 30, 2001.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three month period ended
June 30, 2002 amounted to $8 million (Airplanes Limited: $7 million; Airplanes
Trust: $1 million). This is a comparable expense to that incurred in the three
months ended June 30, 2001 of $9 million (Airplanes Limited: $8 million;
Airplanes Trust: $1 million).

The most significant element of selling, general and administrative expenses is
the aircraft servicing fees paid to 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 June 30, 2002 and
the three months ended June 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 June 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 June 30, 2001.

Operating Loss

The operating loss for the three months ended June 30, 2002 was $127 million
(Airplanes Limited: $117 million; Airplanes Trust: $10 million) compared with
an operating loss of $110 million for the three months ended June 30, 2001
(Airplanes Limited: $101 million; Airplanes Trust: $9 million). Airplanes
Limited and Airplanes Trust are expected to continue to report substantial
losses in the future.

Taxes

There was no tax charge or benefit required in the three months ended June 30,
2002, as compared with a tax benefit of $1 million (Airplanes Limited: $1
million, Airplanes Trust: $Nil) for the three months ended June 30, 2001.


                                      23
<PAGE>


Net Loss

The net loss after taxation for the three months ended June 30, 2002 was $127
million (Airplanes Limited: $117 million; Airplanes Trust: $10 million)
compared with a net loss after taxation for the three months ended June 30,
2001 of $104 million (Airplanes Limited: $95 million; Airplanes Trust: $9
million), following a restatement of $5 million (Airplanes Limited: $4 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 a net increase in the cash balance of $19 million for the three
months ended June 30, 2002, compared with a decrease in the cash balance of $39
million for the three months ended June 30, 2001. The increase in the three
month period ended June 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 following the June 2002 payment date.
The decrease in the three month period ended June 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 June 30, 2002 amounted to $161 million (Airplanes Limited:
$155 million; Airplanes Trust: $6 million) compared to cash balances at June
30, 2001 of $158 million (Airplanes Limited: $152 million; Airplanes Trust: $6
million.)

Operating Activities

Net cash provided by operating activities in the three months ended June 30,
2002 amounted to $41 million (Airplanes Limited: $39 million; Airplanes Trust:
$2 million) compared with $37 million in the three months ended June 30, 2001
(Airplanes Limited: $30 million; Airplanes Trust: $7 million). This includes
cash paid in respect of interest of $47 million in the three months ended June
30, 2002 (Airplanes Limited: $43 million; Airplanes Trust: $4 million) compared
with $55 million in the three months ended June 30, 2001 (Airplanes Limited:
$50 million; Airplanes Trust: $5 million). The increase in cash provided by
operating activities in the three month period ended June 30, 2002 is primarily
attributable to a one time receipt of $18.5 million from one lessee in
compensation for the early redelivery of three DC8 aircraft and net inflows of
maintenance reserves. This was offset somewhat by 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 June 30,
2002 included


                                      24
<PAGE>


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 $7 million in the
three months ended June 30, 2001 (Airplanes Limited: $7 million; Airplanes
Trust: $Nil).

Cash flows used in financing activities in the three months ended June 30, 2002
primarily reflect the repayment of $25 million of principal on subclass A-6
notes and class B notes by Airplanes Group (Airplanes Limited: $23 million;
Airplanes Trust: $2 million) compared with $83 million of principal repaid on
subclass A-6 and class B notes by Airplanes Group (Airplanes Limited: $76
million; Airplanes Trust: $7 million) in the three months ended June 30, 2001.
The decrease in principal repayments in the three months ended June 30, 2002 as
compared to the three months ended June 30, 2001, is principally as a result of
the release of $40 million of the liquidity reserve in the three month period
ended June 30, 2001.

Indebtedness

Airplanes Group's indebtedness consisted of class A-E notes in the amount of
$3,289 million (Airplanes Limited: $2,997 million; Airplanes Trust: $292
million) at June 30, 2002 and $3,412 million (Airplanes Limited: $3,109
million; Airplanes Trust: $303 million) at June 30, 2001. Airplanes Group's
outstanding publicly traded class A-D notes amounted to $2,710 million
(Airplanes Limited: $2,466 million; Airplanes Trust: $244 million) at June 30,
2002 and $2,836 million (Airplanes Limited: $2,581 million; Airplanes Trust:
$255 million) at June 30, 2001. Airplanes Group had $591 million class E notes
outstanding at June 30, 2002 and June 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 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 appropriate. 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.


                                      25
<PAGE>


Comparison of Actual Cash Flows versus the 2001 Base Case for the Two Month
Period from May 10, 2002 to July 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 which is on file at the Securities
and Exchange Commission and pages 3 to 11 of this Form 10-Q Report.

For the purposes of this report, the "Two 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 June 17, 2002 and July
15, 2002. The financial data in these reports includes cash receipts from May
10, 2002 (first day of the Calculation Period for the June 2002 Report) up to
July 9, 2002 (last day of the Calculation Period for the July 2002 Report).
Page 37 presents the cumulative cashflow information from March 2001 to the
July 2002 Payment Date. This report, however, limits its commentary to the Two
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 Two Month Period and
should be read in conjunction with the analysis on page 36.

Cash Collections

"Total Cash Collections" include Net Lease Rentals, Interest Earned, Aircraft
Sales, Net Maintenance and Other Receipts (each as defined below). In the Two
Month Period, Airplanes Group generated approximately $75.5 million in Total
Cash Collections, $4.5 million more 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 36).


                                      26
<PAGE>


[2]  Renegotiated Leases

     "Renegotiated Leases" refers to the loss in rental revenue caused by a
     lessee negotiating a reduction in the lease rental. Typically, this can be
     a permanent reduction over the remaining lease term in exchange for other
     contractual concessions from the lessee. In the Two Month Period, the
     amount of revenue loss attributed to Renegotiated Leases was $7.9m, as
     compared to $Nil assumed in the 2001 Base Case. This related primarily to
     renegotiations with four Latin American lessees, one North American lessee
     and one European lessee representing 38 aircraft in total on lease to
     these lessees at June 30, 2002 and 1.76%, 5.07%, 2.9%, 5.72%, 3.73% and
     1.83% of our portfolio by appraised value at January 31, 2002
     respectively. It also related to renegotiations with 10 other lessees in
     respect of a total of 35 aircraft on lease to five European lessees, two
     Asian lessees, one African lessee, one Latin American lessee and one other
     lessee, together representing a total of 15.8% of the portfolio by
     appraised value at January 31, 2002.

    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. Rental Resets amounted to $9.6 million in the Two 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, one
     Asian lessee and one other lessee together representing a total of 53
     aircraft on lease to these lessees at June 30, 2002 and 41.59% of the
     portfolio by appraised value at January 31, 2002.

     The events of September 11, 2001 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 36.

[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 $0.7 million in lease rentals compared to the 2001 Base Case
     in the Two Month Period.


                                      27
<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 Two Month Period, Contracted Lease Rentals were
     $52.8 million, which was $18.2 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 $2.2 million in the Current Arrears
     balance over the Two 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 0.4% of the 2001 Base Case
     Lease Rentals in the Two Month Period, resulting in an overall Net
     Stress-Related Costs assumption of 5.6% of the 2001 Base Case Lease
     Rentals. For the Two Month Period, Net Stress-Related Costs incurred
     amounted to a net cash inflow of $5.8 million (8.2% of Lease Rentals)
     compared to $4.0 million outflow assumed in the 2001 Base Case, a variance
     of $9.8 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 $0.7 million for the Two Month
     Period, as compared to the 2001 Base Case assumption of $0.7 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 Two Month
     Period, Airplanes Group received payments totaling $0.5 million in
     accordance with these restructurings. $0.2 million was received from a
     Kazakhstan lessee, owing $0.5 million at 30 June 2002. The balance of $0.3
     million was received from two Turkish, one Brazilian, one Philippine and
     one Antiguan lessee owing $0.2 million, $0.3 million, $4.7 million, $0.1
     million and $Nil respectively at June 30, 2002. Payments totaling $0.3
     million were assumed to be received in accordance with restructurings
     included in the 2001 Base Case.


                                      28
<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 sixteen
     aircraft AOG at various times during the Two Month Period and at June 30,
     2002, twelve aircraft were AOG, one of which was subject to a letter of
     intent for sale and one of which was subject to a letter of intent for
     lease. In the Two Month Period, the 2001 Base Case Lease Rentals loss
     attributed to AOG was $3.5 million (5.0% of Lease Rentals), as compared to
     $3.0 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 Two Month Period, Other Leasing Income amounted
     to $9.5 million, as compared to $Nil assumed under the 2001 Base Case.
     $9.4 million was received in respect of rentals on the early termination
     of the leases of two DC8-71F aircraft and one DC8-73F aircraft from a US
     lessee.

[12] Repossession Costs

     "Repossession Costs" cover legal and aircraft technical costs incurred as
     a result of repossessing an aircraft. In the Two Month Period,
     Repossession Costs amounted to $Nil, as compared to $0.6 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 Two Month
     Period, Net Lease Rentals amounted to $60.8 million, $6.2 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 Two
     Month Period, interest earned amounted to $0.5 million, $0.7 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 Two Month Period was 1.7% (excluding a $5
     million guaranteed investment contract) as compared to the 5.2% assumed in
     the 2001 Base Case.


                                      29
<PAGE>


[16] Aircraft Sales

     Aircraft sales proceeds totalling $3.3 million were received in the Two
     Month Period in respect of the sale of two B737-200A aircraft. In the 2001
     Base Case all aircraft are assumed to be sold at the end of their useful
     economic life.

[17] Net Maintenance

     "Net Maintenance" refers to maintenance reserve revenue received less any
     maintenance reimbursements paid to lessees. In the Two Month Period,
     positive net maintenance cashflows of $11.0 million were received. $9.1
     million was received in respect of redelivery adjustments on the early
     termination of the leases of two DC8-71F aircraft and one DC8-73F aircraft
     from a US lessee. 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.

CASH EXPENSES

"Total Cash Expenses" include Aircraft Operating Expenses and Selling, General
and Administrative ("SG&A") Expenses. In the Two Month Period, Total Cash
Expenses were $7.8 million compared to $9.1 million assumed in the 2001 Base
Case, a positive variance of $1.3 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 Two Month Period, these
     costs amounted to $2.8 million (or 4.0% of Lease Rentals) compared to $3.6
     million (or 5.0% of Lease Rentals) assumed in the 2001 Base Case.

     Actual Re-Leasing and Other Overhead Costs were lower than the 2001 Base
     Case assumption primarily due to lower than assumed transition costs on
     aircraft delivering to new lessees and lower 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.

[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 Two Month
     Period, the total Aircraft Servicer Fees paid were $3.8 million, $0.2
     million less than that assumed in the 2001 Base Case.


                                      30
<PAGE>


[21] Aircraft Servicer Fees (contd)

Aircraft Servicer Fees consist of:

                                                             $M
         Retainer Fee ....................................   3.8
         Minimum Incentive Fee ...........................   0.0
         Core Cashflow/Sales Incentive Fee ...............   0.0
         Total Aircraft Servicer Fee .....................   3.8

     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 Two Month Period, Other Servicer
     Fees and Other Overheads amounted to $1.2 million, $0.4 million less than
     an assumed expense of $1.6 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 previous level of
     $9.98 million for the year ended March 31, 2002 to $6.25 million per
     annum. This new level of fees took effect on April 1, 2002 and will be
     adjusted annually for inflation, commencing April 1, 2003.

[30] Interest Payments

     In the Two Month Period, interest payments to the holders of the class A,
     B, C and D notes amounted to $19.7 million which is $11.0 million lower
     than the 2001 Base Case. The variance reflects a lower than expected level
     of average interest rates. The 2001 Base Case assumed LIBOR to be 5.2%
     whereas the average monthly LIBOR rate in the Two Month Period was 1.8%.

     In the Two 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.

[31] Swap and Swaption Cashflows

     Airplanes Group's net swap payments during the Two Month Period were $9.0
     million higher than the $1.8 million assumed in the 2001 Base Case due to
     lower than anticipated interest rates.

[33] Principal Payments

     In the sixteen month period from March 10, 2001 to July 15, 2002, total
     principal payments amounted to $232.4 million, (comprising $208.3 million
     on the class A notes


                                      31
<PAGE>


     and $24.1 million on the class B notes), $17.2 million less than assumed
     in the 2001 Base Case. The breakdown of the $17.2 million variance is set
     out on page 37. In the Two Month Period, total principal payments amounted
     to $37.3 million, (comprising $33.9 million on the class A notes and $3.3
     million on the class B notes), $7.9 million more than assumed in the 2001
     Base Case. The breakdown of the $7.9 million variance is set out on page
     36.

     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 $3,165.9 million at July 15, 2002. Our
     portfolio is appraised annually and the most recent appraisal was obtained
     on January 31, 2002 and valued the current portfolio at $2,790.0 million.
     Applying the declining value assumptions to this appraisal, the total
     appraised value was $2,712.7 million at July 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 sixteen 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 sixteen month period. Total deferrals of
     class C and class D scheduled principal amounts amounted to $39.3 million
     and $21.3 million respectively as of July 15, 2002. The principal
     adjustment amount outstanding on the class A notes was $128.6 million as
     of July 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 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.


                                      32
<PAGE>


     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
     $131.8 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 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.


                                      33
<PAGE>


     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. There have also been a number of rating
     actions in the three months ended June 30, 2002 and subsequently.

     On June 24, 2002, Fitch downgraded the class C certificates from BB to B+
     and the class D certificates from B to CCC and downgraded the class A
     certificates from AA to A+ and the class B certificates from A to BBB+. 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.


                                      34
<PAGE>


<TABLE>
Note                        Report Line Name                        Description
----                        ----------------                        -----------
                            CASH COLLECTIONS
<S>                         <C>                                     <C>
[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
[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 ......... Administrative Agent, trustee and professional fees paid to
                                                                    other service providers and
                            Overheads ............................. 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>


                                       35
<PAGE>


                 Airplanes Cash Flow Performance for the Period
                 from May 10, 2002 to July 15, 2002 (2 Months)
        Comparison of Actual Cash Flows versus 2001 Base Case Cash Flows

<TABLE>
                                                                                                   % 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>
1               Lease Rentals                                 71.0        71.0         0.0         100.0%        100.0%       0.0%
2                -   Renegotiated Leases                      (7.9)        0.0        (7.9)        (11.1%)         0.0%     (11.1%)
3                -   Rental Resets                            (9.6)        0.0        (9.6)        (13.5.%)        0.0%     (13.5%)
4                -   Lease Rentals - Aircraft Sales           (0.7)        0.0        (0.7)         (1.0%)         0.0%      (1.0%)
                                                              -----        ----        ----          ---           ---        ---

5     s=1 - 4   Contracted Lease Rentals                      52.8        71.0       (18.2)         74.4%        100.0%     (25.6%)
6               Movement in Current Arrears Balance            2.2         0.0         2.2           3.0%          0.0%       3.0%
7               less Net Stress Related Costs
8                -   Bad Debts                                (0.7)       (0.7)        0.0          (0.9%)        (1.0%)      0.1%
9                -   Deferred Arrears Balance                  0.5         0.3         0.2           0.7%          0.4%       0.3%
10               -   AOG                                      (3.5)       (3.0)       (0.6)         (5.0%)        (4.2%)     (0.8%)
11               -   Other Leasing Income                      9.5         0.0         9.5          13.4%          0.0%      13.4%
12               -   Repossession                              0.0        (0.6)        0.6           0.0%         (0.8%)      0.8%
                                                               ---         ---         ---           ---           ---        ---
13    s=8 - 12  Sub-total                                      5.8        (4.0)        9.8           8.2%         (5.7%)     13.9%
14    5+6+13    Net Lease Rental                              60.8        67.0        (6.2)         85.7%         94.3%      (8.7%)
15              Interest Earned                                0.5         1.1        (0.7)          0.7%          1.6%      (0.9%)
16              Aircraft Sales                                 3.3         2.9         0.3           4.6%          4.1%       0.5%
17              Net Maintenance                               11.0         0.0        11.0          15.5%          0.0%      15.5%
18              Other Receipts                                 0.0         0.0         0.0           0.0%          0.0%       0.0%
                                                               ---         ---         ---           ---           ---        ---
19    s=14 - 18 Total Cash Collections                        75.5        71.0         4.5         106.4%        100.1%       6.4%
                                                              ====        ====         ===         =====         =====        ===

                CASH EXPENSES
                Aircraft Operating Expenses
20               -   Re-leasing and other overheads           (2.8)       (3.6)        0.7          (4.0%)        (5.0%)      1.0%

                SG&A Expenses
21              Aircraft Servicer Fees
                 -   Retainer Fee                             (3.8)       (3.5)       (0.3)         (5.3%)        (4.9%)     (0.4%)
                 -   Minimum Incentive Fee                     0.0        (0.5)        0.5           0.0%         (0.7%)      0.7%
                 -   Core Cashflow/Sales Incentive Fee         0.0         0.0         0.0           0.0%          0.0%       0.0%
                                                               ---         ---         ---           ---           ---        ---
22       21     Sub-total                                     (3.8)       (4.0)        0.2          (5.3%)        (5.6%)      0.3%
23              Other Servicer Fees and                                   (1.6)        0.5          (1.7%)        (2.2%)      0.6%
                                                                           ---         ---           ---           ---        ---
                Other Overheads                               (1.2)
24     22+23    Sub-total                                     (4.9)       (5.6)        0.6          (7.0%)        (7.8%)      0.9%
                                                               ---         ----        ---          ----           ---        ---
25     24+20    Total Cash Expenses                           (7.8)       (9.1)        1.3         (11.0%)       (12.9%)      1.9%
                                                               ===         ===         ===          ====          ====        ===

                NET CASH COLLECTIONS
26       19     Total Cash Collections                        75.5        71.0         4.5         106.4%        100.1%       6.4%
27       25     Total Cash Expenses                           (7.8)       (9.1)        1.3         (11.0%)       (12.9%)      1.9%
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                            (19.7)      (30.7)       11.0         (27.7%)       (43.2%)     15.4%
31              Swap Payments                                (10.8)       (1.8)       (9.0)        (15.2%)        (2.5%)    (12.7%)
                                                              ----        ----         ---          ----           ---       ----
32    s=26 - 31 TOTAL                                         37.3        29.5         7.9          52.5%         41.5%      11.0%
                                                              ====        ====         ===          ====          ====       ====

33              PRINCIPAL PAYMENTS
                Subclass A-6                                  33.9        26.3         7.6          47.8%         37.1%      10.7%
                Class B                                        3.3         3.1         0.3           4.7%          4.4%       0.3%
                                                               ---         ---         ---           ---           ---        ---
                Total                                         37.3        29.5         7.9          52.5%         41.5%      11.0%
                                                              ====        ====         ===          ====          ====       ====

                Debt Balances at July 15, 2002
                Subclass A-6                                 237.2       219.1
                Subclass A-8                                 700.0       700.0
                Subclass A-9                                 750.0       750.0
                Class B                                      254.2       255.0
                Class C                                      349.8       349.8
                Class D                                      395.1       395.1
                                                             -----       -----
                                                           2,686.3     2,669.1
                                                           =======     =======
</TABLE>


                                      36
<PAGE>


                Airplanes Cash Flow Performance for the Period
               from March 10, 2001 to July 15, 2002 (16 Months)
        Comparison of Actual Cash Flows versus 2001 Base Case Cash Flows

<TABLE>
                                                                                                   % 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>
1               Lease Rentals                                   565.4      565.4          0.0        100.0%      100.0%         0.0%
2                -   Renegotiated Leases                        (43.5)       0.0        (43.5)        (7.7%)       0.0%       (7.7%)
3                -   Rental Resets                              (40.5)       0.0        (40.5)        (7.2%)       0.0%       (7.2%)
4                -   Lease Rentals - Aircraft Sales              (1.5)       0.0         (1.5)        (0.3%)       0.0%       (0.3%)
                                                                -----      -----        -----        -----       -----       -----

5     s=1 - 4   Contracted Lease Rentals                        480.0      565.4        (85.4)        84.9%      100.00      (15.1%)
6               Movement in Current Arrears Balance               0.5        0.0          0.5          0.1%        0.0%        0.1%
7               less Net Stress Related Costs
8                -   Bad Debts                                   (3.4)      (5.7)         2.3         (0.6%)      (1.0%)       0.4%
9                -   Deferred Arrears Balance                     4.4        2.6          1.8          0.8%        0.5%        0.3%
10               -   AOG                                        (20.7)     (23.9)         3.2         (3.7%)      (4.2%)       0.6%
11               -   Other Leasing Income                        11.5        0.0         11.5          2.0%        0.0%        2.0%
12               -   Repossession                                (4.1)      (4.5)         0.5         (0.7%)      (0.8%)       0.1%
                                                                -----      -----        -----        -----       -----       -----
13    s=8 - 12  Sub-total                                       (12.2)     (31.5)        19.3         (2.2%)      (5.6%)       3.4%
14    5+6+13    Net Lease Rental                                468.3      533.9        (65.7)        82.8%       94.4%      (11.6%)
15              Interest Earned                                   6.6        9.3         (2.7)         1.2%        1.6%       (0.5%)
16              Aircraft Sales                                   15.5       11.7          3.7          2.7%        2.1%        0.7%
17              Net Maintenance                                  24.8        0.0         24.8          4.4%        0.0%        4.4%
18              Other Receipts                                    4.3        0.0          4.3          0.8%        0.0%        0.8%
                                                                -----      -----        -----        -----       -----       -----
19    s=14 - 18 Total Cash Collections                          519.4      555.0        (35.6)        91.9%       98.2%       (6.3%)
                                                                =====      =====        =====        =====       =====       =====

                CASH EXPENSES
                Aircraft Operating Expenses
20               -   Re-leasing and other overheads             (24.0)     (28.4)         4.4         (4.2%)      (5.0%)       0.8%

                SG&A Expenses
21              Aircraft Servicer Fees
                 -   Retainer Fee                               (29.3)     (29.9)         0.6         (5.2%)      (5.3%)       0.1%
                 -   Minimum Incentive Fee                       (3.0)      (2.0)        (1.0)        (0.5%)      (0.4%)      (0.2%)
                 -   Core Cashflow/Sales Incentive Fee           (0.2)       0.0         (0.2)        (0.0%)       0.0%       (0.0%)
                                                                -----      -----        -----        -----       -----       -----
22       21     Sub-total                                       (32.5)     (31.9)        (0.6)        (5.7%)      (5.6%)      (0.1%)
23              Other Servicer Fees and Other Overheads         (16.4)     (14.5)        (1.9)        (2.9%)      (2.6%)      (0.3%)
                                                                -----      -----        -----        -----       -----       -----
24     22+23    Sub-total                                       (48.9)     (46.4)        (2.5)        (8.6%)      (8.2%)      (0.4%)
                                                                -----      -----        -----        -----       -----       -----

25     24+20    Total Cash Expenses                             (72.9)     (74.8)         1.9        (12.9%)     (13.2%)       0.3%
                                                                =====      =====        =====        =====       =====       =====

                NET CASH COLLECTIONS
26       19     Total Cash Collections                          519.4      555.0        (35.6)        91.9%       98.2%       (6.3%)
27       25     Total Cash Expenses                             (72.9)     (74.8)         1.9        (12.9%)     (13.2%)       0.3%
28              Movement in Expense Account                      (5.5)       0.0         (5.5)        (1.0%)       0.0%       (1.0%)
29              Reduction in Liquidity Reserve                   40.0       40.0          0.0          7.1%        7.1%       (0.0%)
30              Interest Payments                              (190.7)    (252.0)        61.3        (33.7%)     (44.6%)      10.9%
5.1             Swap Payments                                   (57.9)     (18.7)       (39.2)       (10.2%)      (3.3%)      (6.9%)
                                                                -----      -----        -----        -----       -----       -----
32    s=26 - 31 TOTAL                                           232.4      249.5        (17.2)        41.1%       44.1%       (3.0%)
                                                                =====      =====        =====        =====       =====       =====

33              PRINCIPAL PAYMENTS
                Subclass A-6                                    208.3      226.2        (17.9)        36.8%       40.0%       (3.2%)
                Class B                                          24.1       23.3          0.8          4.3%        4.1%        0.1%
                                                                -----      -----        -----        -----       -----       -----
                Total                                           232.4      249.5        (17.2)        41.1%       44.1%       (3.1%)
                                                                =====      =====        =====        =====       =====       =====

                Debt Balances at July 15, 2002
                Subclass A-6                                    237.1      219.2         17.9
                Subclass A-8                                    700.0      700.0          0.0
                Subclass A-9                                    750.0      750.0          0.0
                Class B                                         254.2      255.0         (0.7)
                Class C                                         349.8      349.8          0.0
                Class D                                         395.1      395.1          0.0
                                                                -----      -----        -----
                                                              2,686.3    2,669.1         17.2
                                                              =======    =======        =====
</TABLE>


                                      37
<PAGE>


<TABLE>
                                                       Mar-01                                      2001
                                                      Closing             Actual             Base Case
                                                      -------             ------             ---------
                                                           $m                 $m                     $m
<S>                                                   <C>                 <C>                   <C>
       Net Cash Collections                                                232.4                  249.5

       Add Back Interest and Swap Payments                                 248.6                  270.7
                                                                           -----                  -----

  a    Net Cash Collections                                                481.0                  520.2
                                                                           =====                  =====
       (excl. interest and swap payments)
  b    Swaps                                                                58.0                   18.7
  c    Class A Interest                                                     81.8                  135.1
  d    Class A Minimum                                                       0.0                    0.0
  e    Class B Interest                                                     13.4                   21.6
  f    Class B Minimum                                                      24.1                   23.3
  g    Class C Interest                                                     38.0                   38.0
  h    Class D Interest                                                     57.3                   57.3
  i    Class A Principal Adjustment                                        208.3                  226.2
  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                                                               481.0                  520.2
                                                                           =====                  =====

 [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                                                               1.8                    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            2,712.7                2,862.5
       Liquidity Reserve Amount
       Of which - Cash                                  156.9              113.2                  116.0
                - Accrued Expenses                       12.6               10.0                    0.0
                                                         ----               ----                    ---
       Subtotal                                         169.5              123.2                  116.0
       Less Lessee Security Deposits                     36.9               33.2                   36.0
                                                         ----               ----                   ----
       Subtotal                                         132.6               90.0                   80.0
                                                        -----               ----                   ----
 [5]   Total Asset Value                              3,241.2            2,802.7                2,942.5
                                                      =======            =======                =======

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

       Class A                                        1,895.4    58.5%    1,687.1  60.2%        1,669.2   56.7%
       Class B                                          278.3    67.1%      254.2  69.3%          255.0   65.4%
       Class C                                          349.8    77.9%      349.8  81.7%          349.8   77.3%
       Class D                                          395.1    90.0%      395.1  95.8%          395.1   90.7%
                                                        -----               -----                 -----
                                                      2,918.6             2,686.3               2,669.1
                                                      =======             =======               =======
</TABLE>


                                      38
<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.


                                      39
<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 June 30, 2002 and estimated fair value as of June 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       June 30, 2002**
-----------------       -----------------        --------------        --------------            -------------       -------------
                                                   $ Million                                                            $ Million
<S>                      <C>                          <C>              <C>                       <C>                      <C>
Subclass A-6            (LIBOR+.34%)                     259           January 15, 2004          March 15, 2019             256
Subclass A-8            (LIBOR+.375%)                    700           March 15, 2003            March 15, 2019             672
Subclass A-9            (LIBOR+.55%)                     750           November 15, 2008         March 15, 2019             698
Class B                 (LIBOR+.75%)                     256           March 15, 2009            March 15, 2019             179
Class C                 (8.15%)                          350           December 15, 2013         March 15, 2019             149
Class D                 (10.875%)                        395           February 15, 2017         March 15, 2019              28
                                                      ------                                                               ----
                                                       2,710                                                              1,982
                                                       =====                                                              =====
</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 June 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


                                      40
<PAGE>


reset dates under the floating rates leases. At least every three months, and
in practice more frequently, debis AirFinance Financial 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 June 30,
2002, Airplanes Group had unamortized Swaps with an aggregate notional
principal balance of $1,815 million. The aggregate notional principal balance
of these Swaps will be reduced to $1,445 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 $980 million by the year ended March 31, 2004, to
an aggregate notional principal balance of $515 million by the year ended March
31, 2005, to an aggregate notional principal balance of $245 million by March
31, 2006 and to an aggregate notional principal balance of $105 million by
March 2007. None of the Swaps have a maturity date extending beyond May 2007.
The aggregate estimated fair market value of the Swaps at June 30, 2002 was
$(58.1) million, that is the Swaps were "out-of-the-money", such that if sold,
it would result in a loss of $58.1 million as detailed below:

Airplanes Group Swap Book at June 30, 2002

<TABLE>
                   Notional                              Final              Fixed               Estimated Fair
   Swap           Amount (i)         Effective         Maturity             Rate                 Market Value
    No.          ($Millions)            Date             Date           Payable (ii)          as at June 30, 2002
<S>                 <C>              <C>               <C>                 <C>                     <C>
     1                20             16-Feb-99         15-Jul-02           6.2700%                     (68,818)
     2                 5             15-Sep-98         15-Aug-02           6.1700%                     (35,392)
     3               115             15-Jul-98         15-Dec-02           6.2400%                  (1,647,259)
     4                50             15-Jun-00         15-Dec-02           7.1125%                    (871,885)
     5                 0    (iv)     15-Jul-02         15-Dec-02           1.9675%                     (12,017)
     6                30             25-Aug-98         15-Feb-03           6.3900%                  (1,066,869)
     7                25             15-Oct-98         15-Feb-03           6.3800%                    (484,089)
     8                15             16-Nov-98         15-Feb-03           6.3900%                    (449,843)
     9                35             15-Dec-98         15-Feb-03           6.2840%                  (1,021,226)
     10               25             15-Feb-00         15-Mar-03           6.3965%                    (823,119)
     11               20             18-Jan-00         15-Mar-03           6.3850%                    (524,755)
     12               10             01-Jun-99         15-Mar-03           6.2200%                    (595,634)
     13               10             21-Dec-99         15-Mar-03           6.5875%                    (343,406)
     14               20             15-Apr-01         15-Apr-03           7.1850%                    (826,227)
     15               65             21-Jun-99         15-Jun-03           6.3100%                  (2,359,761)
     16               50             15-Jul-99         15-Aug-03           6.2900%                  (2,131,301)
     17               15             18-Jan-00         15-Oct-03           6.4650%                    (624,096)
     18               30             17-Aug-99         15-Nov-03           6.3300%                  (1,415,268)
     19               35             15-Dec-00         15-Nov-03           7.3625%                  (2,065,460)
     20               10             26-Apr-00         15-Nov-03           6.6875%                    (414,012)
     21               40             20-Sep-00         15-Nov-03           6.5625%                  (2,036,729)
     22               15             15-Nov-00         15-Nov-03           6.5775%                    (473,061)
     23               25             15-Feb-01         15-Nov-03           5.2750%                    (784,284)
     24               20             24-Mar-00         15-Dec-03           6.8450%                  (2,409,967)
     25               30             15-May-00         15-Jan-04           7.2995%                  (1,676,036)
     26               15             22-Jun-00         15-Feb-04           6.9775%                    (701,056)
     27               45             15-Aug-00         15-Feb-04           6.7700%                  (2,505,608)
     28               15             18-Aug-00         15-Apr-04           6.7700%                    (978,001)
     29               15             15-Nov-01         15-Apr-04           4.8900%                    (523,943)
     30               45             30-Apr-02         15-Apr-04           3.3700%                    (474,155)
     31               40             17-Apr-01         15-May-04           6.8290%                  (2,180,112)
     32               15             16-Oct-00         15-Jul-04           6.5850%                  (1,104,221)
     33               45             17-Jun-02         15-Jul-04           3.7700%                    (846,251)
     34               40             17-Sep-01         15-Sep-04           5.7125%                  (1,910,824)
     35               25             17-Jun-02         15-Oct-04           3.5800%                    (474,142)
     36                0    (iv)     15-Jul-03         15-Nov-04           5.7650%                    (385,651)
     37               40             15-Apr-02         15-Dec-04           5.3975%                  (1,375,009)
     38               40             15-May-01         15-Jan-05           4.7950%                  (1,370,604)
</TABLE>


                                      41
<PAGE>


<TABLE>
<S>                 <C>              <C>               <C>                 <C>                     <C>
     39              185             21-Aug-01         15-Feb-05           4.4195%                  (3,811,224)
     40               35             17-Oct-01         15-Nov-05           3.9475%                    (237,307)
     41               80             24-Jul-01         15-Dec-05           5.2850%                  (3,816,542)
     42                0    (iv)     17-Nov-03         17-Jan-06           5.1150%                    (115,612)
     43               95             20-Dec-01         15-Feb-06           4.6350%                  (4,770,943)
     44              195             30-Jan-02         15-Apr-06           3.5040%                     229,516
     45              130             15-Mar-02         15-Apr-06           4.0125%                  (1,732,830)
     46                0    (iv)     15-Aug-02         15-Jul-06           5.5500%                  (3,270,088)
     47                0    (iv)     15-Jul-04         15-May-07           5.8620%                    (736,692)
     48                0    (iv)     15-Mar-04         15-May-07           5.2020%                     115,783
     49                0    (iv)     15-Apr-03         15-Dec-04           4.2350%                           0
                    ------                                                                         ------------
                    1,815                                                                          (58,136,029)
                    ======                                                                         ============
</TABLE>

(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 5, 36, 42, 46, 47, 48 and 49 are $45
      million, $15 million, $30 million, $100 million, $65 million, $20 million
      and $15 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


                                      42
<PAGE>


supplemental hedge payment under the terms of the notes.

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 June 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 June 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.


                                      43
<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

Exhibits:

Exhibit 99.1: Press release issued by Moody's on August 9, 2002, relating to
downgrading of Airplanes Group certificates.

Reports on Form 8-K:

Filed for event dates April 15, 2002, May 15, 2002 and June 17, 2002 (relating
to the monthly report to holders of the certificates).


                                      44
<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: August 14, 2002                    AIRPLANES LIMITED


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



Date: August 14, 2002                    AIRPLANES U.S. TRUST


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


                                      45