CERTIFICATIONS                                                        Exhibit 31
                                                                      ----------


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

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

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

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

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

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

     (b)  [Reserved]

     (c)  evaluated the effectiveness of the disclosure controls and procedures
          of Airplanes Limited and Airplanes U.S. Trust and presented in this
          quarterly report my conclusions about the effectiveness of the
          disclosure controls and procedures, as of the end of the period
          covered by this quarterly report based on such evaluation; and

     (d)  disclosed in this quarterly report any change in the internal control
          over financial reporting of Airplanes Limited and Airplanes U.S.
          Trust that occurred during the fiscal quarter for which this
          quarterly report is being prepared that has materially affected, or
          is reasonably likely to materially affect, the internal control over
          financial reporting of Airplanes Limited and Airplanes U.S. Trust;
          and

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

     (a)  all significant deficiencies and material weaknesses in the design or
          operation of internal control over financial reporting which are
          reasonably likely to adversely affect the ability of



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          Airplanes Limited and Airplanes U.S. Trust to record, process,
          summarize and report financial information; and

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



Date: February 9, 2005


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


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

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