SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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


                                   FORM 10-Q

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

       For the quarterly period ended September 30, 1997

                                      OR

      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

       For the transition period from _________ to __________

                      Commission file number 33-99970-01

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

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

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

            7359                                      13-3521640
          SIC Code                        (I.R.S. Employer Identification No.)
Airplanes Limited                                Airplanes U.S. Trust
22 Grenville Street                            1100 North Market Street,
    St. Helier                                    Rodney Square North
Jersey, JE4 8PX                                   Wilmington, Delaware
Channel Islands                                        19890-0001
(011 44 1534 609 000)                                (302-651-1000)
    (Addresses and telephone numbers, including area codes, of Registrants'
                         principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

              Yes   [x]                     No    [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

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



                                                         Outstanding at
Issuer                             Class               September 30, 1997

Airplanes Limited      Common Stock, $1.00 par value           30


                  Airplanes Limited and Airplanes U.S. Trust

         Form 10-Q for the Three Month Period Ended September 30, 1997

                                     Index

Part I.  Financial Information                                         Page No.

Item 1.  Financial Statements (Unaudited)                                 3

o    Unaudited Condensed Balance Sheets - September 30, 1997 and
     March 31, 1997
o    Unaudited Condensed Statements of Operations - Three Months Ended
     September 30, 1997 and September 30, 1996
o    Unaudited Condensed Statements of Operations - Six Months Ended
     September 30, 1997 and September 30, 1996
o    Unaudited Condensed Statements of Changes in Shareholders
     Deficit/Net iabilities - Six Months Ended September 30, 1997
     and September 30, 1996
o    Unaudited Condensed Statements of Cash Flows - Six Months Ended
     September 30, 1997 and September 30, 1996
o    Notes to the Unaudited Condensed Financial Statements


Item 2.  Management's Discussion and Analysis of Financial              10
         Condition and Results of Operations

Part II. Other Information

Item 1. Legal Proceedings                                               25

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

Signatures

Index to Exhibits

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
<TABLE>
<CAPTION>
                                                                   AIRPLANES GROUP

                                                          UNAUDITED CONDENSED BALANCE SHEET

                                                     March 31,                                 September 30,
                                                       1997                                        1997
                                      ----------------------------------------   ----------------------------------------
                                       Airplanes     Airplanes                   Airplanes      Airplanes
                                        Limited        Trust       Combined       Limited         Trust        Combined
                                      ------------  ------------  ------------   -----------   ------------  ------------
                                                    ($millions)                                ($millions)
<S>                                   <C>            <C>           <C>            <C>           <C>           <C>
ASSETS

Cash                                       219             6            225           229             6           235
Accounts receivable
  Trade receivables                         39             2             41            35             3            38
  Allowance for doubtful debts             (12)           (1)           (13)          (12)           (1)          (13)
Amounts due from Airplanes Trust            56             -             56            38             -            38
Amounts due from GPA                         -             2              2             -             2             2

Net investment in capital and
  sales type leases                         94             -             94            84             -            84
Aircraft, net                            3,242           395          3,637         3,157           371         3,528
Other assets                                 5             1              6             5             -             5
                                        ------        ------         ------        ------        ------        ------
Total assets                             3,643           405          4,048         3,536           381         3,917
                                        ======        ======         ======        ======        ======        ======

LIABILITIES

Accrued expenses and other liabilities     295            24            319           351            35           386
Amounts due to Airplanes Limited             -            56             56             -            38            38
Amounts due to GPA                           4             -              4             4             -             4
Indebtedness                             4,005           392          4,397         3,901           382         4,283
Provision for maintenance                  287            26            313           289            24           313
Deferred income taxes                       57            48            105            56            48           104
                                        ------        ------         ------        ------        ------        ------
Total liabilities                        4,648           546          5,194         4,601           527         5,128
                                        ------        ------         ------        ------        ------        ------
Net liabilities                         (1,005)         (141)        (1,146)       (1,065)         (146)       (1,211)
                                        ------        ------         ------        ------        ------        ------
                                         3,643           405          4,048         3,536           381         3,917
                                        ======        ======         ======        ======        ======        ======
                                   The accompanying notes are an integral part of the unaudited condensed financial statements
</TABLE>

<TABLE>
<CAPTION>
                                                                   AIRPLANES GROUP

                                                      UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                              Three Months Ended September 30,
                                      -----------------------------------------------------------------------------------
                                                       1996                                       1997
                                      ----------------------------------------   ----------------------------------------
                                       Airplanes     Airplanes                   Airplanes      Airplanes
                                        Limited        Trust       Combined       Limited         Trust        Combined
                                      ------------  ------------  ------------   -----------   ------------  ------------
                                                    ($millions)                                ($millions)



<S>                                       <C>            <C>          <C>           <C>             <C>          <C>
Revenues
Aircraft leasing                              140            18           158           134             19           153

Expenses
Depreciation and amortisation                 (47)           (6)          (53)          (44)            (5)          (49)
Net interest expense                          (84)           (8)          (92)          (92)           (11)         (103)
Provision for maintenance                     (23)           (5)          (28)          (19)            (5)          (24)
Bad and doubtful debts                          -             1             1             1              -             1
Provision for loss making leases, net           7             2             9             7              1             8
Other lease costs                             (16)           (2)          (18)          (11)            (1)          (12)
Selling, general and administrative
     expenses                                  (8)           (1)           (9)           (9)            (1)          (10)
                                      ------------  ------------  ------------   -----------   ------------  ------------
Operating (loss) before
provision for  income taxes                   (31)           (1)          (32)          (33)            (3)          (36)
Income tax benefit/(charge)                     -             -             -             1              -             1
                                      ============  ============  ============   ===========   ============  ============
Net (loss)                                    (31)           (1)          (32)          (32)            (3)          (35)
                                      ============  ============  ============   ===========   ============  ============


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

</TABLE>
<TABLE>
                                                           AIRPLANES GROUP
                                                      
                                            UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
                                                      
                                                      
<CAPTION>
                                                             Six Months Ended September 30,
                                     -----------------------------------------------------------------------------------
                                                       1996                                       1997
                                      ----------------------------------------   ----------------------------------------
                                       Airplanes     Airplanes                   Airplanes      Airplanes
                                        Limited        Trust       Combined       Limited         Trust       Combined
                                      ------------  ------------  ------------   -----------   ------------  ------------
                                                    ($millions)                                ($millions)



<S>                                           <C>            <C>          <C>           <C>             <C>          <C>
Revenues
Aircraft leasing                              271            38           309           269             37           306

Expenses
Depreciation and amortisation                 (92)          (12)         (104)          (87)           (11)          (98)
Net interest expense                         (169)          (17)         (186)         (182)           (21)         (203)
Provision for maintenance                     (38)          (12)          (50)          (39)           (10)          (49)
Bad and doubtful debts                          -             1             1            (1)             -            (1)
Provision for loss making leases, net           7             3            10            15              2            17
Other lease costs                             (19)           (6)          (25)          (17)            (1)          (18)
Selling, general and administrative
     expenses                                 (16)           (2)          (18)          (19)            (1)          (20)
                                      ------------  ------------  ------------   -----------   ------------  ------------
Operating (loss) before
provision for  income taxes                   (56)           (7)          (63)          (61)            (5)          (66)
Income tax benefit/(charge)                    (1)            1             -             1              -             1
                                      ============  ============  ============   ===========   ============  ============
Net (loss)                                    (57)           (6)          (63)          (60)            (5)          (65)
                                      ============  ============  ============   ===========   ============  ============


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


<TABLE>
                                                                       AIRPLANES GROUP

                                              UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT/NET LIABILITIES

                                                  Six Months Ended September 30, 1996 and September 30, 1997

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


<S>                                     <C>             <C>             <C>              <C>                    <C>  
Balance at March 31, 1996                          0            893               893                 123          1,016

Net loss for the period                                          57                57                   6             63

                                         ============   ============  ================  ==================   ============
Balance at September 30, 1996                      0            950               950                 129          1,079
                                         ============   ============  ================  ==================   ============


Balance at March 31,1997                           0          1,005             1,005                 141          1,146

Net loss for the period                                          60                60                   5             65

                                         ============   ============  ================  ==================   ============
Balance at September 30, 1997                      0          1,065             1,065                 146          1,211
                                         ============   ============  ================  ==================   ============


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

                                             UNAUDITED CONDENSED STATEMENTS OF CASHFLOWS


<CAPTION>
                                                                         Six Months Ended September 30,
                                               -----------------------------------------------------------------------------------
                                                                1996                                       1997
                                               ----------------------------------------   ----------------------------------------
                                                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                                               (57)           (6)          (63)          (60)            (5)          (65)
Adjustment to reconcile (net loss)
to net cash provided by operating activities:
Depreciation and amortisation                           92            12           104            87             11            98
Aircraft maintenance, net                               20             9            29             2              1             3
Deferred income taxes                                    1            (1)            -            (1)             -            (1)
Provision for loss making leases                        (7)           (3)          (10)          (15)            (2)          (17)
Accrued and deferred interest expense                   57             6            63            68              9            77

Changes in operating assets & liabilities:
Accounts receivable, net                                (4)           (4)           (8)            4             (1)            3
Intercompany account movements                          11           (11)            -            18            (18)            -
Amounts due to GPA                                       4             1             5             -              -             -
Other accruals and liabilities                          26             4            30             4              6            10
Other assets                                            (2)            -            (2)           (2)             -            (2)

                                               ============  ============  ============   ===========   ============  ============
Net cash provided by operating activities              141             7           148           105              1           106
                                               ============  ============  ============   ===========   ============  ============


Cash flows from investing activities
Purchase/Sale of aircraft                               43           (44)           (1)            -              9             9
Intercompany movements - Airplanes Group               (44)           44             -             -              -             -
Capital and sales type leases                            9             -             9            10              -            10
Net cash provided by
                                               ============  ============  ============   ===========   ============  ============
investing activities                                     8             -             8            10              9            19
                                               ============  ============  ============   ===========   ============  ============

Cash flows from financing activities
Decrease in indebtedness                              (120)           (7)         (127)         (105)           (10)         (115)
Net cash used in
                                               ============  ============  ============   ===========   ============  ============
    financing activites                               (120)           (7)         (127)         (105)           (10)         (115)
                                               ============  ============  ============   ===========   ============  ============

Net increase in cash                                    29             -            29            10              -            10

Cash at beginning of period                            214             6           220            219              6           225
                                               ------------  ------------  ------------   -----------   ------------  ------------

Cash at end of period                                  243             6           249           229              6           235
                                               ============  ============  ============   ===========   ============  ============

Cash paid in respect of:
Interest                                               120            11           131           115             11           126
                                               ============  ============  ============   ===========   ============  ============


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

Airplanes Group

Notes to the Unaudited Condensed Financial Statements

1. Securitization Transaction

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

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

Simultaneously with such transfers, Airplanes Group issued notes of $4,048
million in aggregate principal amount in four classes:  Class A, Class B,
Class C and Class D ("Notes") with approximately 90% of the principal
amount of notes in each class being issued by Airplanes Limited and
approximately 10% by Airplanes Trust.  Airplanes Group also issued Class E
Notes of $604 million ranking after the Notes and these were taken up by
GPA as part consideration for the transfer of the Aircraft and certain
related lease receivables.  Of the $604 million Class E Notes issued,
approximately $13 million were subsequently canceled on July 30, 1996 under
the terms of the Transaction.  Indebtedness at September 30, 1997
represents the aggregate of the Class A - D Notes and Class E Notes in
issue (net of approximately $3 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.

2. Basis of Preparation

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

The accompanying financial statements for Airplanes Limited and Airplanes
Trust reflect all adjustments which in the opinion of management are necessary
to present a fair statement of the information presented as of September 30,
1997 and for the three and six month periods ending September 30, 1997 and
September 30, 1996. Such adjustments are of a normal, recurring nature.  The
results of operations for the three and six months ended September 30, 1997
are not necessarily indicative of the results to be expected for the full year.

3. Post Balance Sheet Events

The following events which have occurred since the end of the financial
quarter will have an effect on Airplanes Group's future results.

As at September 30, 1997, Airplanes Group had six Fokker 100 Aircraft on lease
to a Brazilian lessee, with an average remaining lease term of 29 months.
During the month ended October 31, 1997 all six leases were restructured.  In
consideration for an extension of the leases for 119 months, the revised terms
of the leases include rental rates reduced by approximately 24%, no
maintenance reserve payments and the return of all previously paid maintenance
reserves by Airplanes Group within 12 months.  The reduced rentals payable
under the revised terms of these leases will require an additional 'loss
making' lease provision of approximately $13 million in the three months
ending December 31, 1997.

In addition, a DC-9 aircraft on lease to a Mexican lessee suffered a
constructive total loss during October 1997. The insurers are currently
assessing  the claim, and a payment of the insurance proceeds is expected to
be made to Airplanes Group in the three months ending December 31, 1997,
resulting in a marginal surplus over book value.

The accompanying financial statements of Airplanes Limited and Airplanes Trust
have been prepared in accordance with 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 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, 1997, previously filed with the Securities and Exchange
Commission.

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

Introduction

On March 28, 1996, Airplanes Pass Through Trust (the 'Trust') issued $4,048
million of Pass Through Certificates (the 'Certificates') in four classes -
Class A, Class B, Class C and Class D.  The Class A Certificates were further
subdivided into five separate sub classes.  Each class and subclass of the
Certificates represents fractional undivided beneficial interests in two
corresponding classes or subclasses of notes (collectively, the 'Notes')
issued by Airplanes Limited  ('Airplanes Limited') and Airplanes U.S. Trust
('Airplanes Trust').  Airplanes Limited, together with Airplanes Trust and
their respective subsidiaries comprise Airplanes Group ('Airplanes Group').
Airplanes Limited and Airplanes Trust have each fully and unconditionally
guaranteed (the 'Guarantees') the other's obligations under each class or
subclass of Notes.  Also on March 28, 1996, Airplanes Group received the net
proceeds from an underwritten offering of the Certificates (the 'Underwritten
Offering') in exchange for the Notes and used such net proceeds, together with
approximately $604 million in aggregate principal amount of a fifth class of
Airplanes Group notes (the 'Class E Notes') to acquire certain subsidiaries of
GPA Group plc ('GPA Group' and, together with its subsidiaries and affiliates,
'GPA'). Of the $604 million of Class E Notes issued, approximately $13 million
were subsequently canceled pursuant to the purchase price adjustment
provisions of the agreements pursuant to which these subsidiaries of GPA Group
were sold to Airplanes Group. The acquired subsidiaries owned 229 aircraft
(the 'Aircraft') and related leases to approximately 82 aircraft operators in
approximately 40 different countries as at March 31, 1996. Since then one
Aircraft has been sold and at September 30, 1997, 224 of the remaining 228
owned Aircraft were on lease to 77 operators in 40 countries. In October 1997,
a DC-9 aircraft on lease to a Mexican lessee suffered a constructive total
loss.  The insurers are currently assessing  the claim, and a payment of the
insurance proceeds is expected to be made to Airplanes Group in the three
months ending December 31, 1997.  In addition, on November 10, 1997 a further
Aircraft was sold.

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

General

Substantially all of Airplanes Group's business is expected to consist of
aircraft operating lease activities. However, Airplanes Group may also engage
in aircraft sales subject to certain limitations and guidelines. Airplanes
Group's 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 Airplanes Group and (iii) Airplanes Group's
financial resources and liquidity position relative to its competitors who may
possess substantially greater financial resources.

At September 30, 1997, Airplanes Group leased 20 Aircraft representing
approximately 10% of its portfolio by appraised value, as of February 25,
1997, to operators in Asia and the Far East.  Trading conditions in the civil
aviation industry in Asia and the Far East may be adversely affected by the
severe economic and financial difficulties experienced recently in the region.
The economies of Indonesia, Thailand, Korea and Malaysia have experienced
particularly acute difficulties resulting in many business failures and, in
certain cases, internationally organized financial stability measures.  This
downturn in the region's economies is likely to undermine business confidence
and may have an adverse impact on the results of operations of Airplanes
Group's lessees in the region and consequently on Airplanes Group's revenues
and cash flows.

One Indonesian lessee was already experiencing financial difficulties prior to
the current regional economic difficulties.  This lessee is currently more
than $1 million in arrears in its payment obligations which had been
restructured as recently as December 1996.  This lessee leases four Fokker 100
Aircraft from Airplanes Group, which have recently experienced significant
reductions in realizable rental rates with other lessees.  See "Results of
Operations - Three Months Ended September 30, 1997 Compared with Three Months
Ended September 30, 1996 - Revenues" below.  To the extent Fokker 100 Aircraft
are redelivered from this Indonesian lessee, it may prove difficult to place
such aircraft types without a material reduction in rental rates.  Uncertainty
as to the long-term marketability for lease or sale of Fokker 100 aircraft
generally may lead to further reductions in value for this aircraft type,
which could be significant.

Results of Operations - Three Months Ended September 30, 1997 Compared with
Three Months Ended September 30, 1996.

Airplanes Group's results of operations for the three months ended September
30, 1997 reflected a continuation of  reasonably favorable industry
conditions.   There was a utilisation of a loss making lease provision of $8
million and the number of Aircraft off-lease at September 30, 1997 was four
compared to five at September 30, 1996.  Overall, Airplanes Group generated
$60 million in cash from operations in the three months to September 30, 1997
compared to $79 million in the same period of the previous year.  The decrease
in cash generated from operations in the three month period to September 30,
1997 is primarily attributable to the receipt from GPA of $13 million in the
period to September 30, 1996 pursuant to the purchase price adjustment
provisions of Airplanes Group's agreement to acquire certain subsidiaries of
GPA Group.  In addition, there was an increase in maintenance claims and
technical costs for the three months ended September 30, 1997 to $24 million
as compared with $19 million in the three months ended September 30, 1996.
Finally, maintenance receipts received previously in cash from one lessee
which amounted to $2 million in the three months ending September 31, 1996,
were replaced by letters of credit in the three months to December 31, 1996.

Overall, there was a net loss after taxation for the three months to September
30, 1997 of $35 million (Airplanes Limited: $32 million; Airplanes Trust: $3
million) compared to a net loss after taxation for the three months to
September 30, 1996 of  $32 million (Airplanes Limited: $31 million; Airplanes
Trust: $1 million).  The increase in the net loss for the period was primarily
attributable to the additional interest being charged on the accrued but
unpaid Class E Note interest.

Revenues

Revenues (which include maintenance reserve receipts which Airplanes Group
receives from certain of its lessees)  for the three months ended September
30, 1997 remained relatively unchanged at $153 million (Airplanes Limited:
$134 million; Airplanes Trust: $19 million) compared with $158 million
(Airplanes Limited: $140 million; Airplanes Trust: $18 million) for the three
months ended September 30, 1996.  The marginal decrease in 1997 was primarily
attributable to a decrease in maintenance revenues as a result of one lessee
replacing cash maintenance payments with letters of credit in the three months
to December 31, 1996.  In addition, the rental rates for three MD11 Aircraft
on lease to Varig (one of which only delivered to Varig on September 29, 1997)
are approximately one-third lower than the contracted rentals received under
such Aircraft's previous lease agreements which were in effect during the
period to September 30, 1996.  These factors were partially offset by a
marginally higher interest rate environment (which impacts the pricing of
certain lease rentals) in the period to September 30, 1997.

At September 30, 1997 and September 30, 1996, Airplanes Group had 224 Aircraft
on lease (Airplanes Limited: 200 Aircraft; Airplanes Trust: 24 Aircraft).
However, during October 1997, a DC-9 Aircraft on lease to a Mexican lessee
suffered a constructive total loss, which will result in a reduction in the
number of Aircraft on lease in the six months to March 31, 1998. A further
Aircraft was sold on November 10, 1997.  In addition, revenues for the six
months to March 31, 1998 will be reduced by $2 million compared with revenues
received for the six months to March 31, 1997 as a result of the lease
restructuring with a Brazilian lessee of six Fokker 100 Aircraft. See also
"Notes to the Unaudited Condensed Financial Statements - Post Balance Sheet
Events."

Depreciation and Amortization

The charge for depreciation and amortization in the three months ended
September 30, 1997 amounted to $49 million (Airplanes Limited: $44 million;
Airplanes Trust: $5 million) compared with $53 million (Airplanes Limited: $47
million; Airplanes Trust: $6 million) for the comparative period in 1996.  The
decrease arose as a result of the depreciation charge being calculated on the
revised aircraft book values net of all valuation provisions required.  This
has been partially offset by an increase in the charge required, in accordance
with SFAS 121 "Accounting for Impairment of Long Lived Assets To Be Disposed
Of", in respect of Airplanes Group's three A300-B4-100 Aircraft.

Net Interest Expense

Net interest expense amounted to $103 million (Airplanes Limited: $92 million;
Airplanes Trust: $11 million) in the three month period ended September 30,
1997 compared to $92 million (Airplanes Limited: $84 million; Airplanes Trust:
$8 million) in the three month period ended September 30, 1996.  The
increase in net interest expense was primarily due to additional interest
being charged on accrued but unpaid Class E Note interest of $9 million.  In
addition, a marginally higher interest rate environment prevailed during  the
three months to September 30, 1997.  This has been partially offset by lower
average debt in the three months to September 30, 1997 including, in
particular, a significant reduction in the Class A-5 Notes.

The weighted average interest rate on the Class A - D Notes during the three
months to September 30, 1997 was 6.81% and the average debt in respect of the
Class A - D Notes outstanding during the period was $3,724 million. The Class
E Notes accrue interest at a rate of 20% per annum (as adjusted by reference
to the U.S. consumer price index, effective March 28, 1996).  The weighted
average interest rate on the Class A - D Notes during the three months to
September 30, 1996 was 6.62% and the average debt in respect of the Class
A - D Notes outstanding during the period was $3,954 million.

The difference for the three months ended September 30, 1997 in Airplanes
Group's net interest expense of $103 million (Airplanes Limited: $92 million;
Airplanes Trust: $11 million) and cash paid in respect of interest of $64
million (Airplanes Limited: $59 million; Airplanes Trust: $5 million) is
substantially accounted for by the fact that Airplanes Group accrues interest
on the Class E Notes at a rate substantially higher than the per annum rate of
1% actually paid in cash in the three months ended September 30, 1997.

Net interest expense is stated after deducting interest income earned during
the relevant period. In the three months ended September 30, 1997, Airplanes
Group earned interest income (including lessee default interest) of $4 million
(Airplanes Limited: $4 million; Airplanes Trust: nil) compared with $5 million
in the three months ended September 30, 1996 (Airplanes Limited: $4 million;
Airplanes Trust: $1 million). The decrease is primarily as a result of
marginally lower lessee default interest in the three months to September 30,
1997.

Bad Debt  and Loss-Making Lease 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 small number of Airplanes Group's lessees failed to meet their
contractual obligations in the three month period ended September 30, 1997,
resulting in the requirement for additional provisions in respect of bad and
doubtful debts in respect of these lessees, the credit exposure with regard to
certain other carriers improved in the period. Overall, there was a net credit
of $1 million in respect of bad and doubtful debts (Airplanes Limited: $1
million; Airplanes Trust: nil) in the three months ended September 30, 1997
which was similar to the overall net credit of $1 million for the three months
ended September 30, 1996 (Airplanes Limited: nil; Airplanes Trust: $1
million).  The overall net credit in 1997 was primarily as a result of the
reduction in the provisions required for various lessees including two North
American lessees, one Indonesian lessee and one Mexican lessee which were
partially offset by provisions required in respect of one Turkish lessee, one
Jamaican lessee and one Peruvian lessee.

A lease agreement is deemed to be 'loss making' in circumstances where the
contracted rental payments are insufficient to cover the depreciation and
allocated interest attributable to the aircraft plus certain direct costs,
such as legal fees and registration costs, attributable to the lease over its
term.  For these purposes, interest is allocated to individual aircraft based
on the  weighted average interest cost of the 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).  This results in a significant
number of leases being 'loss making' while still being cash positive.  There
were no significant 'loss making' leases signed in the three months to
September 30, 1997.  In respect of  'loss making' lease provisions, there was
an overall net utilisation of $8 million (Airplanes Limited: $7 million;
Airplanes Trust: $1 million) in the three months ended September 30, 1997,
which is comparable with the three month period to September 30, 1996 where
there was an overall net utilization of $9 million (Airplanes Limited: $7
million; Airplanes Trust: $2 million).  During the month ended October 31,
1997 the leases in respect of six Fokker 100 Aircraft on lease to a Brazilian
lessee were restructured.  The reduced rentals payable under the revised terms
of these leases will require an additional 'loss making' lease provision of
approximately $13 million in the three months ending December 31, 1997.

Other Lease Costs

Other lease costs in the three months ended September 30, 1997 amounted to $12
million (Airplanes Limited: $ 11 million; Airplanes Trust: $1 million)
compared to other lease costs of $18 million (Airplanes Limited: $16 million;
Airplanes Trust: $2 million) in the three months to September 30, 1996.  The
reduction in the charge in the three months to September 30, 1997, was
primarily due to the fact that in the three months to September 30, 1996,
other lease costs included provisions for maintenance and other costs of $15
million in respect of two DC10-30 Aircraft, one of which was sold on April 4,
1997.  This was partially offset by an increase in technical costs of $3
million which relate primarily to two B737-200 Aircraft which redelivered in
the previous quarter and a provision required of $4 million (including $3
million relating to potential costs payable to Eurocontrol, the European air
traffic control regulator) in respect of three MD83 Aircraft which were on
lease to a Turkish lessee which ceased to trade on October 3, 1997.  All three
MD83 Aircraft have been de-registered, and GE Capital Aviation Services
("GECAS"), as Servicer, is currently seeking to re-register and export two of
the Aircraft from Turkey.   The third Aircraft has been grounded in the United
Kingdom subject to payment of the amounts owing to Eurocontrol, with whom
GECAS is currently in negotiations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three month period to
September 30, 1997 amounted to $10 million (Airplanes Limited: $9 million;
Airplanes Trust: $1 million).  This is a comparable expense to that incurred
in the three months to September 30, 1996 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 of $10 million in the three
months to September 30, 1997 include $7 million (Airplanes Limited: $6
million; Airplanes Trust: $1 million) relating to GECAS servicing fees as
compared to the expense incurred in respect of GECAS servicing fees in the
comparative period to September 30, 1996 of $6 million (Airplanes Limited: $5
million; Airplanes Trust: $1 million).  The increase is largely attributable
to a cashflow incentive fee.

A further significant element of Airplanes Group's actual selling, general and
administrative expenses reported in the period to September 30, 1997 was $2
million (Airplanes Limited: $2 million; Airplanes Trust: nil) in respect of
administrative agency and cash management fees payable to GPA, similar to the
charge of $2 million for the period to September 30, 1996.

Operating Loss

The operating loss for the three months ended September 30, 1997 was $36
million (Airplanes Limited: $33 million; Airplanes Trust:  $3 million)
compared with an operating loss of $32 million for the three months ended
September 30, 1996 (Airplanes Limited: $31 million; Airplanes Trust:  $1
million).  Airplanes Limited and Airplanes Trust are expected to continue to
report substantial losses in the future.

Taxes

There was an overall deferred tax benefit of $1 million in the three months to
September 30, 1997, as a result of continuing operating losses (Airplanes
Limited: $1 million; Airplanes Trust: nil), as compared with no overall tax
benefit in the same period in 1996 (Airplanes Limited: nil; Airplanes Trust:
nil).

Net Loss

The net loss after taxation for the three months ended September 30, 1997 was
$35 million (Airplanes Limited: $32 million; Airplanes Trust: $3 million)
compared with a net loss after taxation for the three months ended September
30, 1996 of $32 million (Airplanes Limited: $31 million; Airplanes Trust: $1
million).

Financial Resources and Liquidity

The was an overall net increase in cash of $8 million for the three months to
September 30, 1997 compared with a $10 million increase for the three months
to September 30, 1996.

Liquidity

The cash balances at September 30, 1997 amounted to $235 million (Airplanes
Limited: $229 million ; Airplanes Trust: $6 million) compared to cash balances
at September 30, 1996 of $249 million (Airplanes Limited: $243 million ;
Airplanes Trust: $6 million.)

Operating Activities

Net cash provided by operating activities in the three months ended September
30, 1997 amounted to $60 million (Airplanes Limited: $55 million;  Airplanes
Trust: $5 million) compared with $79 million in the three months ended
September 30, 1996 (Airplanes Limited: $76 million; Airplanes Trust: $3
million).  This includes cash paid in respect of interest of $64 million in
the three months to September 30, 1997 (Airplanes Limited: $59 million;
Airplanes Trust: $5 million) compared with $71 million in the three months to
September 30, 1996 (Airplanes Limited: $64 million; Airplanes Trust: $7
million). The decrease in cash from operations generated in the three month
period to September 30, 1997 is primarily attributable to the receipt from GPA
of $13 million in the period to September 30, 1996 pursuant to the purchase
price adjustment provisions of Airplanes Group's agreement to acquire certain
subsidiaries of GPA Group.  In addition, there was an increase in both
maintenance claims and technical costs for the three months ended September 30,
1997 as compared to the three months ended September 30, 1996.  Finally,
maintenance receipts received previously in cash from one lessee were replaced
by letters of credit in the three months to December 31, 1996.

Investing and Financing Activities

Cash flows from investing and financing activities in the three months to
September 30, 1997 primarily reflect the repayment of $57 million of principal
on Subclass A-5 and Class B Notes by Airplanes Group (Airplanes Limited: $52
million; Airplanes Trust: $5 million) compared with $72 million of principal
repaid on Subclass A-5 and Class B Notes by Airplanes Group (Airplanes
Limited: $69 million; Airplanes Trust: $3 million) in the three months to
September 30, 1996.  The lower amount of principal repayments in the three
months ended September 30, 1997 is due to a lower amount of cash provided by
operating activities as discussed above.  The cash provided by capital and
sale type leases was $5 million (Airplanes Limited: $5 million; Airplanes
Trust: nil) as compared with $4 million in the comparative period to September
30, 1996 (Airplanes Limited: $4 million; Airplanes Trust: nil).

Indebtedness

Airplanes Group's indebtedness consisted of Class A-E Notes in the amount of
$4,283 million (Airplanes Limited: $3,901 million; Airplanes Trust: $382
million) at September 30, 1997 and $4,507 million (Airplanes Limited: $4,101
million; Airplanes Trust: $406 million) at September 30, 1996.  Airplanes
Group had $591 million Class E Notes outstanding at September 30, 1997.  In
order to repay principal on the Subclass A-1, A-2, A-3 and A-4 Notes on their
expected maturity dates, Airplanes Group will have to refinance such Notes in
the capital markets.  In order to avoid stepped up interest costs, $850
million of Subclass A-1 Notes, $750 million of Subclass A-2 Notes, $500
million of Subclass A-3 Notes and $200 million in Subclass A-4 Notes will have
to be refinanced through the sale of further pass-through certificates by
March 1998, 1999, 2001 and 2003, respectively.  There can be no assurance that
the Trust will be able to sell further pass-
through certificates in the amounts and at the times required and any failure
to do so may have the impact of increasing Airplanes Group's borrowing costs.

Interest Rate Management

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

In general, an interest rate exposure arises to the extent that Airplanes
Group's fixed and floating interest obligations in respect of the Class A-D
Notes do not correlate to the mix of fixed and floating rental payments for
different rental periods.  This interest rate exposure can be managed through
the use of interest rate swaps.  The Class A and B Notes bear floating rates
of interest and the Class C and D Notes bear fixed rates of interest.  The mix
of fixed and floating rental payments contains a higher percentage of fixed
rate payments than the percentage of fixed rate interest payments on the
Notes, including as a result of the fact that the reset periods on floating
rental payments are generally longer than the monthly reset periods on the
floating rate Notes. In order to correlate the contracted fixed and floating
rental payments to the fixed and floating interest payments on the Notes,
Airplanes Group 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 B Notes, the expiry dates of the leases under
which lessees are contracted to make fixed rate rental payments and the LIBOR
reset dates under the floating rates leases. At least every three months, and
in practice more frequently, GPA Financial Services (Ireland) Limited, a
subsidiary of GPA Group, as Airplanes Group's administrative agent (the
"Administrative Agent") seeks to enter into additional swaps or sell at market
value or unwind part or all of the Swaps and any future swaps in order to
rebalance the fixed and floating mix of interest obligations and the fixed and
floating mix of rental payments. At September 30, 1997, Airplanes Group had
unamortized Swaps with an aggregate notional principal balance of $2,730
million. None of the Swaps have maturity dates extending beyond June 2001.
The fair values of the swaps at September 30, 1997 was a negative $1.2 million.

Additional interest rate exposure will arise to the extent that lessees owing
fixed rate rental payments default and interest rates have declined between
the contract date of the lease and the date of default.  This exposure is
managed through the purchase of options on interest rate swaps ('Swaptions').
Airplanes Group will purchase Swaptions which, if exercised, will allow
Airplanes Group to enter into interest rate swap transactions under which it
will pay floating amounts and received fixed amounts.  These Swaptions can be
exercised in the event of defaults by lessees owing fixed rate rental payments
in circumstances where interest rates have declined since the contract date of
such leases.  Because not all lessees making fixed rate rental payments are
expected to default and not all lessee defaults are expected to occur
following a decline in interest rates, Airplanes Group will purchase Swaptions
in a notional amount less than the full extent of the exposure associated with
the lessees making fixed rate rental payments.  This notional amount (the
'Target Hedge') will be varied from time to time to reflect, inter alia,
changes in the mix of payments bases under future leases.  From time to time
the Administrative Agent may also sell at market value or unwind part or all
of the outstanding Swaptions, for example, to reflect any decreases in the
Target Hedge. In the period from March 28, 1996 to September 30, 1997,
Airplanes Group purchased Swaptions for interest rate swaps with an aggregate
notional principal balance of $124 million and sold Swaptions with an
aggregate notional principal balance of $25 million. The net aggregate
notional principal balance of Swaptions at September 30, 1997 therefore
amounted to $99 million. The fair values of the Swaptions at September 30,
1997 was $0.6 million and because the Swaptions do not qualify for hedge
accounting under U.S. GAAP, this amount has been included in income for the
three and six months ended September 30, 1997.

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

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

Counterparty risk is monitored on an ongoing basis.  Counterparties are
subject to the prior approval of the Directors of Airplanes Limited and the
Controlling Trustees of Airplanes Trust.  Airplanes Group's counterparties
consist of the affiliates of major U.S. and European financial institutions
which have credit ratings or where there are collateralisation arrangements,
consistent with maintaining the ratings of the Class A Notes.

Results of Operations - Six Months Ended September 30, 1997 Compared with Six
Months Ended September 30, 1996.

Airplanes Group's results of operations for the six months ended September 30,
1997 reflected a continuation of reasonably favorable industry conditions.
There was a utilisation of a loss making lease provision of $17 million and
the number of Aircraft off-lease at September 30, 1997 was four compared to
five at September 30, 1996.  Overall, Airplanes Group generated $106 million
in cash from operations in the six months to September 30, 1997 compared to
$148 million in the same period of the previous year.  The decrease in cash
generated from operations in the six month period to September 30, 1997 is
primarily attributable to an increase in maintenance claims and technical
costs for the six months ended September 30, 1997 to $52 million as compared
with $31 million for the six months ended September 30, 1996.   In addition,
the decrease in cash from operations in the six months ended September 30,
1997 reflects the receipt from GPA of $13 million in the period to September
30, 1996 pursuant to the purchase price adjustment provisions of Airplanes
Group's agreement to acquire certain subsidiaries from GPA Group.  Finally,
maintenance receipts received previously in cash from one lessee which
amounted to $4 million in the six months ending September 31, 1996, were
replaced by letters of credit in the three months to December 31, 1996

Overall, there was a net loss after taxation for the six months to September
30, 1997 of $65 million (Airplanes Limited: $60 million; Airplanes Trust: $5
million) compared to a net loss after taxation for the six months to September
30, 1996 of  $63 million (Airplanes Limited: $57 million; Airplanes Trust: $6
million)

Revenues

Revenues (which include maintenance reserve receipts which Airplanes Group
receives from certain of its lessees) for the six months ended September 30,
1997 remained relatively unchanged at $306 million (Airplanes Limited: $269
million; Airplanes Trust: $37 million) compared with $309 million (Airplanes
Limited: $271 million; Airplanes Trust: $38 million) for the six months ended
September 30, 1996.  The marginal decrease in 1997 was primarily attributable
to the reduced rental rates for three MD11 Aircraft on lease to Varig (one of
which only delivered to Varig on September 29, 1997) which are approximately
one-third lower than the contracted rentals received under such Aircraft's
previous lease agreements which were in effect during the period to September
30, 1996.  These factors were partially offset by a marginally higher interest
rate environment (which impacts the pricing of certain lease rentals). In
addition, there was a decrease in maintenance revenues as a result of one
lessee replacing cash maintenance payments with letters of credit in the three
months to December 31, 1996.

At September 30, 1997 and September 30, 1996 Airplanes Group had 224 Aircraft
on lease (Airplanes Limited: 200 Aircraft; Airplanes Trust: 24 Aircraft).
However, during October 1997, a DC-9 Aircraft on lease to a Mexican lessee
suffered a constructive total loss, which will result in a reduction in the
number of Aircraft on lease in the six months to March 31, 1998.  A further
Aircraft was sold on November 10, 1997.  In addition, revenues for the six
months to March 31, 1998 will be reduced by $2 million compared with revenues
received for the six months to March 31, 1997 as a result of the lease
restructuring with a Brazilian lessee of six Fokker 100 Aircraft. See also
"Notes to the Unaudited Condensed Financial Statements - Post Balance Sheet
Events."

Depreciation and Amortization

The charge for depreciation and amortization in the six months ended September
30, 1997 amounted to $98 million (Airplanes Limited: $87 million; Airplanes
Trust: $11 million) compared with $104 million (Airplanes Limited: $92
million; Airplanes Trust: $12 million) for the comparative period in 1996.
The decrease arose as a result of the depreciation charge being calculated on
the revised aircraft book values net of all valuation provisions required.
This has been partially offset by an increase in the charge required, in
accordance with SFAS 121 "Accounting for the Impairment of Long Lived Assets
To Be Disposed Of", in respect of Airplanes Group's three A300-B4-100 Aircraft.

Net Interest Expense

Net interest expense amounted to $203 million (Airplanes Limited: $182
million; Airplanes Trust: $21 million) in the six month period ended September
30, 1997 compared to $186 million (Airplanes Limited: $169 million; Airplanes
Trust : $17 million) in the six month period ended September 30, 1996.  The
increase in net interest expense was primarily due to additional interest
being charged on accrued but unpaid Class E Note interest of $18 million.  In
addition, a marginally higher interest rate environment prevailed during the
six months to September 30, 1997.  This has been partially offset by lower
average debt in the six months to September 30, 1997 including in particular,
a reduction in the principal amount of the class A-5 Notes.

The weighted average interest rate on the Class A - D Notes during the six
months to September 30, 1997 was 6.80% and the average debt in respect of the
Class A - D Notes outstanding during the period was $3,751 million. The Class
E Notes accrue interest at a rate of 20% per annum (as adjusted by reference
to the U.S. consumer price index, effective March 28, 1996). The weighted
average interest rate on the Class A - D Notes during the six months to
September 30, 1996 was 6.60% and the average debt in respect of the Class A -
D Notes outstanding during the period was $3,995 million.

The difference for the six months ended September 30, 1997 in Airplanes
Group's net interest expense of $203 million (Airplanes Limited: $182 million;
Airplanes Trust: $21 million) and cash paid in respect of interest of $126
million (Airplanes Limited: $115 million; Airplanes Trust: $11 million) is
substantially accounted for by the fact that Airplanes Group accrues interest
on the Class E Notes at a rate substantially higher than the per annum rate of
1% actually paid in the period ended September 30, 1997.   Furthermore, as a
result of the greater than expected decrease in appraised values as at
February 25, 1997, as compared to the Initial Appraised Values, no interest
payments on the Class E Notes were made from February 17, 1997 until July
15,1997.

Net interest expense is stated after deducting interest income earned during
the relevant period. In the six months ended September 30, 1997, Airplanes
Group earned interest income (including lessee default interest) of $8 million
(Airplanes Limited: $7 million; Airplanes Trust: $1 million) comparable to $8
million in the six months ended September 30, 1996 (Airplanes Limited: $7
million; Airplanes Trust: $1 million).

Bad Debt  and Loss-Making Lease Provisions

See "Results of Operations - Three Months Ended September 30, 1997 Compared
with Three Months ended September 30, 1996" for a discussion of Airplanes
Group's accounting practices in respect of delinquent receivables and
provisions for  "loss making" leases.  While a small number of Airplanes
Group's lessees failed to meet their contractual obligations in the six month
period ended September 30, 1997, resulting in the requirement for additional
provisions in respect of bad and doubtful debts in respect of these lessees,
the credit exposure with regard to certain other carriers improved in the
period. Overall, there was a net provision required of $1 million in respect
of bad and doubtful debts (Airplanes Limited: $1 million; Airplanes Trust:
nil) in the six months ended September 30, 1997. However there was an overall
net credit of $1 million of provisions previously made in respect of bad and
doubtful debts for the six months ended September 30, 1996 (Airplanes Limited:
nil; Airplanes Trust: $1 million). The net charge in 1997 was primarily as a
result of the requirement for provisions against receivable balances due from
one Indonesian lessee, one Turkish lessee, one Peruvian lessee and one North
American lessee, which were partially offset by a reduction in the provisions
required in respect two Mexican lessees, one Canadian lessee and one
Philippine lessee.

There were no significant 'loss making' leases signed in the six months to
September 30, 1997.  In respect of "loss making" lease provisions, there was
an overall net provision utilised of $17 million (Airplanes Limited: $15
million; Airplanes Trust: $2 million) in the six months to September 30, 1997
compared with an overall net utilization of $10 million (Airplanes Limited:
$7 million; Airplanes Trust: $3 million) in the six month period to September
30, 1996.  The increase in the provision released in the period to September
30, 1997 is as a result of no material 'loss making' lease provisions required
in the period to September 30, 1997 as compared to the $7 million provision
required primarily in respect of  a 'loss making' lease for one B747 aircraft
in the period to September 30, 1996.  During the month ended October 31, 1997,
the leases in respect of six Fokker 100 Aircraft on lease to a Brazilian
lessee were restructured.  The reduced rentals payable under the revised terms
of these leases will require an additional 'loss making' lease provision of
approximately $13 million in the three months ending December 31, 1997.

Other Lease Costs

Other lease costs in the six months ended September 30, 1997 amounted to $18
million (Airplanes Limited: $17 million; Airplanes Trust: $1 million) compared
to other lease costs of $25 million (Airplanes Limited: $19 million; Airplanes
Trust: $6 million) in the six months to September 30, 1996.  The reduction in
the charge in the six months to September 30, 1997, was primarily due to the
fact that in the six months to September 30, 1996, other lease costs included
provisions for maintenance and other costs of $15 million in respect of two
DC10-30 Aircraft, one of which was sold on April 4, 1997.  This was partially
offset by an increase in technical costs of $5 million which relate primarily
to two B737-200 Aircraft which redelivered in the previous quarter and a
provision required of $4 million (including $3 million relating to potential
costs payable to Eurocontrol, the European air traffic control regulator) in
respect of three MD83 Aircraft which were on lease to a Turkish lessee which
has ceased to trade on October 3, 1997. All three MD83 Aircraft have been
de-registered, and GECAS, as Servicer, is currently seeking to re-register and
export two of the Aircraft from Turkey.   The third Aircraft has been grounded
in the United Kingdom subject to payment of the amounts owing to Eurocontrol,
with whom GECAS is currently in negotiations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six month period to
September 30, 1997 amounted to $20 million (Airplanes Limited: $9 million;
Airplanes Trust: $1 million).  This is a comparable expense to that incurred
in the six months to September 30, 1996 of $18 million (Airplanes Limited: $16
million; Airplanes Trust: $2 million).

The most significant element of selling, general and administrative expenses
is the aircraft servicing fees paid to GECAS.  Substantially all of these
amounts represent asset based fees calculated as an annual percentage of
agreed values of Aircraft under management pursuant to a servicing agreement.
Selling, general and administrative expenses of $20 million in the six months
to September 30, 1997 include $13 million (Airplanes Limited: $12 million;
Airplanes Trust: $1 million) relating to GECAS servicing fees as compared to
the expense incurred in respect of GECAS servicing fees in the comparative
period to September 30, 1996 of $12 million (Airplanes Limited: $11 million;
Airplanes Trust: $1 million). The increase is largely attributable to a
cashflow incentive fee.

A further significant element of Airplanes Group's actual selling, general and
administrative expenses reported in the period to September 30, 1997 was $4
million (Airplanes Limited: $4 million; Airplanes Trust: nil) in respect of
administrative agency and cash management fees payable to GPA, which is
similar to the charge of $5 million for the period to September 30, 1996
(Airplanes Limited: $4 million; Airplanes Trust: $1 million).

Operating Loss

The operating loss for the six months ended September 30, 1997 was $66 million
(Airplanes Limited: $61 million; Airplanes Trust: $5 million) compared with an
operating loss of $63 million for the six months ended September 30, 1996
(Airplanes Limited: $56 million; Airplanes Trust:  $7 million).  Airplanes
Limited and Airplanes Trust are expected to continue to report substantial
losses in the future.

Taxes

There was an overall deferred tax benefit of $1 million in the six months to
September 30, 1997, as a result of continuing operating losses (Airplanes
Limited: $1 million; Airplanes Trust: nil), compared with no overall tax
benefit in the same period in 1996 (Airplanes Limited: a charge of $1 million;
Airplanes Trust: a benefit of $1 million).

Net Loss

The net loss after taxation for the six months ended September 30, 1997 was
$65 million (Airplanes Limited: $60 million; Airplanes Trust: $5 million)
compared with a net loss after taxation for the six months ended September 30,
1996 of $63 million (Airplanes Limited: $57 million; Airplanes Trust: $6
million).

Financial Resources and Liquidity

The net increase in cash for the six months to September 30, 1997 was $10
million compared to $29 million for the six months to September 30, 1996.
The reduction in the net cash generated is primarily as a result of a decrease
in the net cash provided by operating activities being partially offset by the
increase in cash provided by investing activities.

Liquidity

The cash balances at September 30, 1997 amounted to $235 million (Airplanes
Limited: $229 million; Airplanes Trust: $6 million) compared to cash balances
at September 30, 1996 of $249 million (Airplanes Limited: $243 million;
Airplanes Trust: $6 million.)

Operating Activities

Net cash provided by operating activities in the six months ended September
30, 1997 amounted to $106 million (Airplanes Limited: $105 million; Airplanes
Trust: $1 million) compared with $148 million in the six months ended
September 30, 1996 (Airplanes Limited: $141 million; Airplanes Trust:
$7million).  This includes cash paid in respect of interest of $126 million in
the six months to September 30, 1997 (Airplanes Limited: $115 million;
Airplanes Trust: $11 million) compared with $131 million in the six months to
September 30, 1996 (Airplanes Limited: $120 million; Airplanes Trust: $11
million).   The decrease in cash from operations generated in the six month
period to September 30, 1997 is primarily attributable to the increase in both
maintenance claims and technical costs for the six months ended September 30,
1997 as compared to the six months ended September 30, 1996.   In addition,
there was a receipt from GPA of $13 million in the period to September 30,
1996 pursuant to the purchase price adjustment provisions of Airplanes Group's
agreement to acquire certain subsidiaries of GPA Group and maintenance
receipts received previously in cash from one lessee were replaced by letters
of credit in the three months to December 31, 1996.

Investing and Financing Activities

Cash flows from investing and financing activities in the six months to
September 30, 1997 primarily reflect the repayment of $115 million of
principal on Subclass A-5 and Class B Notes by Airplanes Group (Airplanes
Limited: $105 million; Airplanes Trust: $10 million) compared to $127 million
of principal on Subclass A-5 and Class B Notes repaid by Airplanes Group
(Airplanes Limited: $120 million; Airplanes Trust: $7 million) in the six
months to September 30, 1996.  The lower amount of principal repayments in the
six months ended September 30, 1997 is due to a lower amount of cash provided
by operating activities as discussed above, being partially offset by cash
flows from investing activities of $9 million from the sale of a DC10 Aircraft
on April 4, 1997.

Part II. Other Information

Item 1. Legal Proceedings

VASP

On November 5, 1992, GPA obtained a preliminary injunction for repossession
and export of thirteen aircraft and three spare engines (the "Repossessed
Assets") from VASP, a Brazilian airline, which had defaulted under its lease
agreements with GPA.  On May 10, 1993, at a full hearing, the Brazilian courts
gave a decision fully validating the repossession injunction.  VASP appealed
this decision to the High Court of the State of Sao Paolo (the "High Court").
On December 18, 1996, the High Court found in favor of VASP in its appeal
against the court order granting GPA repossession and export of the
Repossessed Assets.  GPA was instructed to return the Repossessed Assets for
lease by VASP under the terms of the original lease agreements between GPA and
VASP, within thirty days of notification by VASP that it requires return of
the assets.  The decision of the High Court was stayed pending a number of
clarificatory motions by both sides before the same court.  In responding to
those motions, the High Court granted VASP the right to seek damages against
GPA in lieu of the return of the Repossessed Assets.  GPA has sought leave to
appeal the December 1996 decision and the court's responses to the
clarificatory motions to the Brazilian Superior Court of Justice and the
Federal Supreme Court.  In addition, GPA has filed a writ of mandamus to the
High Court seeking to overturn the decision of the High Court and has sought a
stay on the High Court's decisions pending its appeals.

Seven of the thirteen aircraft which were repossessed by GPA from VASP
following the 1992 injunction and the 1993 decision are now owned by Airplanes
Group although none of them are habitually based in Brazil.  However, a number
of these aircraft operate into Brazil from time to time.  The judgment of the
High Court only applies to those assets which are the subject matter of the
proceedings.

VASP sought to serve GPA with the notice requiring return of the Repossessed
Assets within thirty days of the notice.  However, the High Court has referred
all matters concerning the notice to a lower court.  Should VASP commence any
action before the lower court in respect of the notice, GPA will challenge a
number of matters relating to the notice including its validity.  The only
immediate risk to the Repossessed Assets would arise where they are located in
Brazil and where VASP was successful in enforcing its judgment having sought
repossession rather than damages.

GPA has informed Airplanes Group that it has been advised that the decision of
the High Court in this matter is incorrect as a matter of Brazilian law.  GPA
has further informed Airplanes Group that it is actively pursuing all courses
of action that may be available to it, including appeals to superior courts
and intends to defend its position vigorously and to pursue each of its claims
and counter claims against VASP.  GPA has advised Airplanes Group that it
believes the outcome of these matters will not have a material adverse effect
on Airplanes Group's liquidity, results of operations or financial condition.

Other Matters

AeroUSA, Inc. and AeroUSA 3, Inc., both Connecticut corporations, have in the
past filed and will continue to file United States federal consolidated tax
returns and certain state and local tax returns with GPA, Inc., and its
subsidiaries.  GPA, Inc. is a Delaware corporation and a wholly-owned
subsidiary of GPA Group.  There are ongoing tax audits by certain state and
local tax authorities with respect to taxes previously reported by GPA. Inc.
and its subsidiaries.  GPA believes that none of these audits will have a
material adverse impact upon the liquidity, results of operations or financial
condition of AeroUSA, Inc or AeroUSA3, Inc..

Item 6. Exhibits and Reports on Form 8-K

               (a) Exhibits

                   27.1 Financial Data Schedule of Airplanes Limited

                   27.2 Financial Data Schedule of Airplanes U.S. Trust


               (b) Reports on Form 8-K: Filed for event dates August 15, 1997;
                   September 15, 1997 and October 15, 1997 (relating to the
                   monthly report to holders of the Certificates).


                                  SIGNATURES

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


Date: November 13, 1997                        1997 AIRPLANES LIMITED


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



Date: November 13, 1997                        AIRPLANES U.S. TRUST


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



                  AIRPLANES LIMITED AND AIRPLANES U.S. TRUST


                               INDEX TO EXHIBITS



EXHIBIT NUMBER

27.1  Financial Data Schedule of Airplanes Limited

27.2  Financial Data Schedule of Airplanes U.S. Trust