EXHIBIT 32


     The certification set forth below is being submitted in connection with
the Quarterly Report on Form 10-Q to which this certification comprises an
exhibit (the "Report") for the purpose of complying with Rule 15d-14(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Section
1350 of Chapter 63 of Title 18 of the United States Code.

     Airplanes Limited and Airplanes U.S. Trust (together the "Company") are
special purpose vehicles that do not employ and have not employed any
individual as a chief executive officer or chief financial officer and does not
have and has not had any employees or executive officers since its inception.
For all executive management functions the Company retains and relies upon its
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 the Report, 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 the Company, to prepare all disclosure
(including the Report) required to be filed with the Securities and Exchange
Commission.

     Having regard to the Company's operating procedures discussed above, I,
William M. McCann, as Chairman of the Board of Directors of Airplanes Limited
and Chairman of the Controlling Trustees of Airplanes U.S. Trust, in each case,
a non-executive, hereby certify that, as of the end of the period covered by
the Report, to my knowledge based upon, inter alia, a review of the Report, the
information provided by the servicer, administrative agent and cash manager
pursuant to the servicing agreement, administrative agency agreement and the
cash management agreement, respectively, and discussions and meetings with the
other members of the board of the Company and the servicer, administrative
agent and cash manager:

     1.   such Report fully complies with the requirements of Section 15(d) of
          the Exchange Act; and

     2.   the information contained in the Report fairly presents, in all
          material respects, the financial condition and results of operations
          of the Company.



                                          /s/ William M. McCann
                                          -------------------------------
                                          Name:  William M. McCann
                                          Title: Chairman, Board of Directors of
                                                 Airplanes Limited
                                                 Chairman, Controlling Trustees
                                                 of Airplanes U.S. Trust

                                                 February 17, 2004