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, 1996

                                      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, 1996

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, 1996

                                     Index

Part I.Financial Information                                          Page No.

Item 1. Financial Statements (Unaudited)                                 3

o Unaudited Condensed Balance Sheets - September 30, 1996
  and March 31, 1996
o Unaudited Condensed Statements of Operations - Three
  Months Ended September 30, 1996 and September  30, 1995
o Unaudited Condensed Statements of Operations - Six Months
  Ended September 30, 1996 and September  30, 1995
o Unaudited Condensed Statements of Changes in Shareholders'
  Deficit / Net Liabilities - Six Months Ended September 30,
  1996 and September 30, 1995
o Unaudited Condensed Statements of Cash Flows - Six Months
  Ended September 30, 1996 and September 30, 1995
o Notes to the Unaudited Condensed Financial Statements


Item 2. Management's Discussion and Analysis of Financial               11
      Condition and Results of Operations

Part II. Other Information

Item 1. Legal Proceedings                                               24

Item 6. Exhibits and Reports on Form 8 - K                              24

Signatures

Index to Exhibits


Part I. Financial Information

Item 1. Financial Statements (Unaudited)

<TABLE>
                                                         AIRPLANES GROUP

                                                UNAUDITED CONDENSED BALANCE SHEETS

<CAPTION>
                                            March 31,                            September 30,
                               ----------------------------------    -----------------------------------
                                              1996                                   1996
                               ----------------------------------    -----------------------------------
                               Airplanes    Airplanes                Airplanes     Airplanes
                                Limited       Trust      Combined     Limited        Trust      Combined
                               ---------    ---------    --------    ---------     ---------    --------
                                           ($millions)                            ($millions)

<S>                                 <C>       <C>        <C>           <C>          <C>          <C>
ASSETS

Cash                                214           6          220          243            6          249
Accounts receivable
  Trade receivables                  40           2           42           36            1           37
  Allowance for doubtful
   debts                            (12)         (1)         (13)         (12)           -          (12)
Amounts due from GPA                 12           1           13            -            -            -
Net intestment in capital
  and sales type leases             113           -          113          104            -          104
Aircraft, net                     3,471         381        3,852        3,339          413        3,752
Other assets                          8           1            9            8            1            9
                                -------      ------       ------       ------        -----       ------
Total assets                      3,846         390        4,236        3,718          421        4,139
                                =======      ======       ======       ======        =====       ======

LIABILITIES

Accrued expenses and other
  liabilities                       163          17          180          238           24          262
Amounts due between
  Airplanes Limited/
  Airplanes Trust                     -           -            -          (33)          33            -
Amounts due to GPA                   12           -           12            4            -            4
Indebtedness                      4,221         413        4,634        4,101          406        4,507
Provision for maintenance           276          35          311          290           40          330
Deferred income taxes                67          48          115           68           47          115
                                -------      ------       ------       ------        -----       ------
Total liabilities                 4,739         513        5,252        4,668          550        5,218
                                -------      ------       ------       ------        -----       ------
Net Liabilities                    (893)       (123)      (1,016)        (950)        (129)      (1,079)
                                -------      ------       ------       ------        -----       ------
                                  3,846         390        4,236        3,718          421        4,139
                                =======      ======       ======       ======        =====       ======

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

<TABLE>
                                                         AIRPLANES GROUP

                                                UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

<CAPTION>
                                                      Three Months Ended September 30,
                               -------------------------------------------------------------------------
                                              1995                                   1996
                               ----------------------------------    -----------------------------------
                               Airplanes    Airplanes                Airplanes     Airplanes
                                Limited       Trust      Combined     Limited        Trust      Combined
                               ---------    ---------    --------    ---------     ---------    --------
                                           ($millions)                            ($millions)

<S>                                 <C>         <C>          <C>         <C>           <C>          <C>
Revenues
Aircraft leasing                    141          14          155          140           18          158

Expenses
Depreciation and amortization       (44)         (6)         (50)         (47)          (6)         (53)
Net interest expense                (85)         (8)         (93)         (84)          (8)         (92)
Provision for maintenance           (21)         (3)         (24)         (23)          (5)         (28)
Bad and doubtful debts               (1)          -           (1)           -            1            1
Provision for loss making leases
  and downtime, net                  10          (1)           9            7            2            9
Other lease costs                    (7)          -           (7)         (16)          (2)         (18)
Selling, general and
  administrative expenses            (7)         (1)          (8)          (8)          (1)          (9)
                                 -------      ------       ------       ------        -----       ------
Operating loss before
Income taxes                        (14)         (5)         (19)         (31)          (1)         (32)
Income tax benefit/(charge)           1           5            6            -            -            -
                                 -------      ------       ------       ------        -----       ------
Net Loss                            (13)          -          (13)         (31)          (1)         (32)
                                 =======      ======       ======       ======        =====       ======

          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,
                               -------------------------------------------------------------------------
                                              1995                                   1996
                               ----------------------------------    -----------------------------------
                               Airplanes    Airplanes                Airplanes     Airplanes
                                Limited       Trust      Combined     Limited        Trust      Combined
                               ---------    ---------    --------    ---------     ---------    --------
                                           ($millions)                            ($millions)

<S>
Revenues                           <C>         <C>        <C>            <C>          <C>        <C>

Aircraft leasing                    281          30          311          271           38          309

Expenses
Depreciation and amortization       (90)        (12)        (102)         (92)         (12)        (104)
Net interest expense               (168)        (16)        (184)        (169)         (17)        (186)
Provision for maintenance           (37)         (7)         (44)         (38)         (12)         (50)
Bad and doubtful debts                6           -            6            -            1            1
Provision for loss making leases
  and downtime, net                   1          (4)          (3)           7            3           10
Other lease costs                   (13)          -          (13)         (19)          (6)         (25)
Selling, general and
  administrative expenses           (15)         (2)         (17)         (16)          (2)         (18)
                                 -------      ------       ------       ------        -----       ------
Operating loss before
Income taxes                        (35)        (11)         (46)         (56)          (7)         (63)
Income tax benefit/(charge)           3           4            7           (1)           1            -
                                 -------      ------       ------       ------        -----       ------
Net Loss                            (32)         (7)         (39)         (57)          (6)         (63)
                                 =======      ======       ======       ======        =====       ======

          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,


                                                                                  Airplanes
                                               Airplanes Limited                    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                  -          772             772               70            842

Net loss for the period                    -           32              32                7             39
Distributions to GPA, net                  -          113             113               21            134
Deferred interest on indebtedness
  to GPA                                   -          (22)            (22)              (1)           (23)
                                      -------       ------           ------           ------       -------
                                           -          895             895               97            992
                                      -------       ------           ------           ------       -------
                                      -------       ------           ------           ------       -------

Balance at March 31, 1996                  -          893             893              123          1,016

Net loss for the period                    -           57              57                6             63
                                      -------       ------           ------           ------       -------


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

          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,
                                                -------------------------------------------------------------------
                                                                1995                                1996
                                                -------------------------------------------------------------------
                                                  Airplanes     Airplanes               Airplanes  Airplanes
                                                   Limited       Trust      Combined    Limited     Trust    Combined

<S>                                                 <C>           <C>        <C>         <C>        <C>        <C>
Cash flows from operating activities
Net loss                                             (32)          (7)        (39)        (57)       (6)        (63)
Adjustments to reconcile net loss
  to net cash provided by operating activities:
Depreciation and amortization                         90           12         102          92        12         104
Aircraft maintenance, net                             16            3          19          20         9          29
Deferred income taxes                                 (3)          (4)         (7)          1        (1)          -
Provision for loss making leases and downtime         (1)           4           3          (7)       (3)        (10)
Accrued and deferred interest expense                 24            2          26          57         6          63
Changes in operating assets and liabilities:
Accounts receivable, net                               8            -           8          (4)       (4)         (8)
Intercompany account movements                         -            -           -          11       (11)          -
Amounts due (to)/from GPA                              -            -           -           4         1           5
Other accruals and liabilities                         -           (1)         (1)         26         4          30
Other assets                                           -            -           -          (2)        -          (2)
                                                     ---           ---        ---         ---        ---        ---
Net cash provided by operating activities            102            9         111         141         7         148
                                                     ---           ---        ---         ---        ---        ---


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

Cash flows from financing activities
Decrease in indebtedness                               -            -           -        (120)       (7)       (127)
Distributions to GPA Group plc                      (110)          (9)       (119)          -         -           -
Net cash used in                                    ----          ---         ---         ---        ---        ---
  financing activities
                                                    (110)          (9)       (119)       (120)       (7)       (127)

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

Net increase in cash                                   -            -           -          29         -          29

Cash at beginning of period                          123           12         135         214         6         220
                                                    ----          ---         ---         ---        ---        ---
Cash at end of period                                123           12         135         243         6         249
                                                    ====          ===         ===         ===        ===        ===

Cash paid in respect of Interest                     147           15         162         120         11        131
                                                    ====          ===         ===         ===        ===        ===

                       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 March 31, 1996 represents the aggregate of the
Class A - D Notes and Class E Notes in issue (net of approximately $5 million
of discounts on issue and net of $13 million of Class E Notes subsequently
canceled as referred to below).  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 and on the bases and using the assumptions set out below
and in conformity with United States generally accepted accounting principles.


                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, 1996 and for the three and six month periods ending September
30, 1996 and September 30, 1995. Such adjustments are of a normal, recurring
nature.  The results of operations for the three and six month periods ended
September 30, 1996 are not necessarily indicative of the results to be
expected for the full year.


               Bases and Assumptions


               (i)The financial statements are presented on historical cost
basis as if Airplanes Limited and Airplanes Trust had been organized as single
economic entities for all periods presented.


               Accordingly, the financial statements reflect, on the bases and
assumptions set out herein, the results of operations, assets and liabilities
relating to the 229 Aircraft transferred to Airplanes Limited and Airplanes
Trust, from the date of original acquisition of controlling interest by GPA
of each Aircraft.


               (ii)For the purposes of these financial statements, for periods
prior to March 28, 1996, an allocation of certain costs such as selling,
general and administrative expenses of GPA to Airplanes Limited and Airplanes
Trust has been made.  The most significant element of these costs relate to
aircraft management fees, substantially all of which are asset based fees
calculated as an annual percentage of a reference net book value of aircraft
under management.  The balance of such costs has been allocated in proportion
to leasing revenues (excluding maintenance revenues).  Management believes
that the bases for these allocations are reasonable for these periods.


               (iii)The financial statements for the year ended March 31, 1995
and in respect of the period up to the Closing Date have been prepared
assuming Airplanes Group had been financed with indebtedness to GPA in an
amount equivalent to the aggregate amount of all classes of notes (A, B, C, D
and E) originally expected to be issued by Airplanes Group pursuant to the
Transaction of $4,602 million. It has also been assumed that such indebtedness
built up as and when Airplanes Group acquired Aircraft, at an amount equal to
the appraised value (based on the value of each Aircraft given a stable market
with a reasonable balance of supply and demand and a reasonable period of time
available for marketing) of the Aircraft at October 31, 1995. In addition, it
has been assumed that no repayment of debt was made during the period up to the
Closing Date.


               At the Closing Date the actual aggregate amount of all classes
of notes issued was $4,652 million.  Of the $604 million Class E Notes issued,
approximately $13 million were subsequently canceled under the terms of the
Transaction (giving effect to certain purchase price adjustment provisions of
the agreements pursuant to which subsidiaries of GPA were sold to Airplanes
Group). These financial statements include indebtedness in respect of the
Class E Notes of $591 million at March 31, 1996 (approximately 13% of the
total indebtedness of Airplanes Group at that date).  It has been assumed that
the indebtedness to GPA (explained above) of $4,602 million was repaid from
the proceeds of the Notes and the Class E Notes.


               (iv)The interest charged on Airplanes Group's indebtedness to
GPA in the periods prior to the Closing Date is based on GPA's average cost of
debt of 7.83% and 8.25% for the years ended  March 31, 1995 and 1996,
respectively. In the period from the Closing Date to September 30, 1996,
interest expense is based on the actual terms of the Notes and the Class E
Notes issued.


               For periods prior to March 28, 1996, in respect of the portion
of the indebtedness to GPA which is represented by the Class E Notes (assumed
in these financial statements to be approximately 15% of total indebtedness up
until the Closing Date), the statements of cash flows in the periods prior to
the Closing Date give effect to cash payments for interest of only 1% per
annum and the balance is deferred and reflected as a movement in net
liabilities.


                (v)Airplanes Group's cash balances were maintained throughout
the period to the Closing Date at the amount originally assumed to be retained
by Airplanes Group on completion of the Transaction of $135 million.  Cash
generated from or absorbed by the activities of Airplanes Group during the
period up to the Closing Date is reflected as distributions to or transfers
from GPA. The cash balances as at March 31, 1996 and September 30, 1996
represent the actual cash balances held by Airplanes Group at those dates.


               (vi)Airplanes Group's tax provisions and deferred income tax
assets and liabilities have been determined as if the underlying taxable
entities of Airplanes Limited and Airplanes Trust were separate taxable
entities from GPA.


               The accompanying financial statements of Airplanes Limited and
Airplanes Trust are presented in accordance with the requirements of the
Report on Form 10-Q and consequently 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, 1996, 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" and, together with Airplanes Limited and their respective
subsidiaries, "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. At September 30, 1996, Airplanes
Group owned 229 Aircraft of which 224 were on lease to 79 operators in 39
countries.

Airplanes Limited is a special purpose limited liability company formed on
November 3, 1995 under the laws of Jersey, Channel Islands.  Airplanes
Limited has one direct subsidiary, Airplanes Holdings Limited, in which it
holds 95% of the ordinary share capital.  At September 30, 1996, Airplanes
Holdings Limited directly or indirectly through its subsidiaries, owned 204
of the Aircraft.

Airplanes Trust is a business trust formed pursuant to the Airplanes Trust
Agreement dated November 29, 1995 under the laws of Delaware. Airplanes Trust
has one direct, wholly-owned subsidiary, AeroUSA, Inc., a Connecticut
corporation. AeroUSA, Inc. itself has one direct wholly-owned subsidiary,
AeroUSA 3, Inc., also a Connecticut corporation. At September 30, 1996,
AeroUSA, Inc. directly and indirectly owned 25 of the Aircraft.

The following discussion and analysis of Airplanes Group's financial condition
and results of operations is presented as though the Aircraft have been
operated and financed separately from GPA within Airplanes Group in all
periods under review or from their date of acquisition by GPA, as appropriate.
It should be noted, however, that Airplanes Group only acquired the Aircraft
on March 28, 1996 and, therefore, did not conduct any business operations
prior to March 28, 1996. Accordingly, adjustments and allocations have been
made with respect to, inter alia, historical indebtedness, net interest
expense, selling, general and administrative expenses and tax amounts for
periods prior to March 28, 1996. While Airplanes Group believes that the
following discussion and analysis is an appropriate presentation of the
results of Airplanes Group for periods prior to March 28, 1996, it is not
necessarily indicative of the financial results that might have occurred had
Airplanes Group been an independently financed and managed group during these
periods.

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. Airplanes Group may also engage in
aircraft sales subject to certain limitations and guidelines. Airplanes
Group's  operating results and cash flows 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.

Results of Operations - Three Months Ended September 30, 1996 Compared with
Three Months Ended September 30, 1995.

Airplanes Group's results of operations for the three months ended September
30, 1996 reflected a continuation of the improvement in  general industry
conditions for the period. Overall, Airplanes Group generated $79 million in
cash from operations in the three months to September 30, 1996 compared to $57
million in the same period of the previous year.   The increase in cash from
operations generated in the three month period to September 30, 1996 is
primarily attributable to a lower overall cost of capital in that period than
that assumed in the same period to September 30, 1995.  A  provision of $15
million in respect of certain older wide body aircraft contributed to an
overall net loss for the three months to September 30, 1996 of  $32 million
(Airplanes Limited: $31 million; Airplanes Trust: $1 million).



Revenues

Revenues for the three months ended September 30, 1996 remained relatively
unchanged at $158 million (Airplanes Limited: $140 million; Airplanes Trust:
$18 million) compared with $155 million (Airplanes Limited: $141 million;
Airplanes Trust: $14 million) for the three months ended September 30, 1995.
The marginal increase in 1996 primarily reflects higher maintenance reserve
receipts and a somewhat higher number of Aircraft on lease partially offset by
a marginally lower interest rate environment.  At September 30, 1996,
Airplanes Group had 224 Aircraft on lease (Airplanes Limited: 200 Aircraft;
Airplanes Trust: 24 Aircraft) compared with 221 Aircraft on lease at September
30, 1995 (Airplanes Limited: 201 Aircraft; Airplanes Trust: 20 Aircraft).
Maintenance reserve receipts, which Airplanes Group receives from certain of
its lessees to provide against the cost of maintaining leased aircraft, are
included in revenues.

Depreciation and Amortization

The charge for depreciation and amortization in the three months ended
September 30, 1996 amounted to $53 mil Airplanes Trust: $6 million) compared
with $50 million (Airplanes Limited: $44 million; Airplanes Trust: $6 million)
for the comparative period in 1995. This reflects the relatively similar
fleets in both periods.

Net Interest Expense

Net interest expense amounted to $92 million (Airplanes Limited: $84 million;
Airplanes Trust: $8 million) in the three month period ended September 30,
1996. On the basis assumed, net interest expense recorded in the three month
period ended September 30, 1995 amounted to $93 million (Airplanes Limited:
$85 million; Airplanes Trust : $8 million).

Net interest expense in the period to September 30, 1995 has been determined
on the basis set out in Note 2 to the unaudited condensed financial
statements. This essentially assumes that for this period, Airplanes Group's
debt was owed to GPA and was approximately equal to the appraised value of the
Aircraft at October 31, 1995 plus the value of certain receivables acquired
from GPA by Airplanes Group. The interest charge for the three month period
ended September 30, 1995 has been calculated based on the assumption that all
of the debt bears interest at the assumed historic rate (based on GPA's
assumed average cost of debt) of  8.25% in the year ended March 31, 1996.

The interest charge for the three month period ended September 30, 1996 is
based on the actual debt outstanding during the period and the actual terms of
the Notes and the Class E Notes. The weighted average interest rate on the
Notes during the three months to September 30, 1996 was 6.62% and the average
debt in respect of the Notes  outstanding during the period was $3,954
million. The Class E Notes accrue interest at a rate of 20% per annum.

The difference in Airplanes Group's net interest expense and cash paid in
respect of interest in the three month period to September 30, 1995 is
substantially accounted for by the assumption that Airplanes Group paid cash
interest at the per annum rate of 1% on the portion of indebtedness to G of
the unaudited condensed financial statements, to be refinanced by the Class E
Notes (the "Class E Note Portion").  The Class E Note Portion was assumed to
represent approximately 15% of total indebtedness to GPA in each period under
review prior to March 28, 1996.

The difference in Airplanes Group's net interest expense and cash paid in
respect of interest in the three month period ended September 30, 1996 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 period.

Net interest expense is stated after deducting interest income earned during
the relevant period. In the three months ended September 30, 1996, Airplanes
Group earned interest income (including lessee default interest) of $5 million
(Airplanes Limited: $4 million; Airplanes Trust: $1 million) compared with $3
million in the three months ended September 30, 1995 (Airplanes Limited: $2
million; Airplanes Trust: $1 million). The increase is primarily attributable
to cash balances in the three months ended September 30, 1996 being higher
than those assumed in the period to September 30, 1995.

Bad Debt, Downtime, Loss-Making Lease Provisions and Other Lease Costs

A substantial part of the balance of Airplanes Group's costs in any period may
consist of allowances for bad and doubtful debts and net provisions for
downtime and "loss making" leases.  It is Airplanes Group's practice to
provide specifically for any amounts due but unpaid by lessees based primarily
on an assessment of the amount due in excess of security held.  Airplanes Group
provides for downtime costs based on an estimated re-lease date of the
particular aircraft off-lease.  Downtime costs include depreciation,
allocated interest (determined as set forth below in the context of
provisions for "loss-making" leases) and any other directly attributable
costs for the specific aircraft for the estimated off-lease period.  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 remaining 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) or, in
the case of periods prior to March 28, 1996, with assumed indebtedness from
GPA equivalent to the appraised value of such aircraft at October 31, 1995.
This results in a significant number of leases being "loss making"- in
terms of profitability- while still being cash positive.

While a small number of Airplanes Group's lessees continued to experience
financial difficulties in the three month period ended September 30, 1996,
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, reflecting a continuing
improvement in the general trading environment in certain regions.  Overall,
there was a net credit of $1 million of provisions previously made in respect
of bad and doubtful debts  (Airplanes Limited: nil; Airplanes Trust: $1
million) in the three months ended September 30, 1996. This is compared with
an overall net charge in respect of bad and doubtful debts for the three months
ended September 30, 1995 of  $1 million (Airplanes Limited: $1 million;
Airplanes Trust: nil). The net charge in 1995 was primarily as a result of the
requirement for provisions against receivable balances due from certain South
American lessees.

There was an overall net utilization of  $9 million (Airplanes Limited: $7
million; Airplanes Trust: $2 million)  in respect of downtime and "loss
making" lease provisions in the three months to September 30, 1996. This is
similar to the net overall utilization of $9 million (Airplanes Limited: $10
million; Airplanes Trust: a charge of  $1 million) in the three month period
to September 30, 1995.

Other lease costs in the three months ended September 30, 1996 amounted to $18
million (Airplanes Limited: $16 million; Airplanes Trust: $2 million) compared
to other lease costs of $7 million (Airplanes Limited: $7 million; Airplanes
Trust: nil) in the three months to September 30, 1995. In the three months to
September 30, 1996, other lease costs include provisions for maintenance and
other costs of $15 million in respect of two of Airplanes Group's DC10-30
Aircraft which are not, and have not been, in revenue service for some time.
The weak market generally for older wide body aircraft is adversely impacting
Airplanes Group's efforts to realize value from these two Aircraft. These
efforts may result in the sale of the two DC10-30 Aircraft, a conversion of
the Aircraft to freighter configuration, or a combination of these or other
solutions. A provision of $15 million has been made in respect of the current
estimate of certain irrecoverable maintenance and conversion costs and related
"loss making lease" provisions, or in the event of the sale of the Aircraft,
the expected losses on such sales. These amounts are current estimates and the
final cost may be higher depending on the ultimate outcome. Any conversion or
sale would be conducted in compliance with the relevant provisions of the
indentures governing the Notes.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three month period to
September 30, 1996 amounted to $9 million (Airplanes Limited: $8 million;
Airplanes Trust: $1 million). This is compared with $8 million (Airplanes
Limited: $7 million; Airplanes Trust: $1 million) incurred in the three months
ended September 30, 1995.

The most significant element of selling, general and administrative expenses
is the aircraft servicing fees paid to GE Capital Aviation Services Limited
("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 $9 million in the three months to September 30,
1996 include $6 million (Airplanes Limited: $5 million; Airplanes Trust: $1
million) relating to GECAS servicing fees.  This is a similar charge to the
expense incurred in respect of GECAS servicing fees in the comparative period
to September 30, 1995 of $6 million (Airplanes limited: $5 million; Airplanes
Trust: $1 million).

A further significant element of Airplanes Group's actual selling , general
and administrative expenses reported in the period to September 30, 1996 was
$2 million (Airplanes Limited: $2 million; Airplanes Trust: nil) in respect of
administrative agency rrangements with GPA in respect of administrative agency
services and cash management services only became effective on March 28, 1996.

Operating Loss

The operating loss for the three months ended September 30, 1996 was $32
million (Airplanes Limited: $31 million; Airplanes Trust: $1 million) compared
with an operating loss of $19 million for the three months ended September 30,
1995 (Airplanes Limited: $14 million; Airplanes Trust:  $5 million). The
increased loss for the three months ended September 30, 1996  was
significantly affected by the provisions of $15 million made in respect of the
two DC10-30 Aircraft discussed above under "--Bad Debt, Downtime, Loss-Making
Leases and Other Lease Costs". Airplanes Limited and Airplanes Trust are
expected to continue to report substantial losses in the future.

Taxes

Tax provisions and deferred tax assets and liabilities have been calculated as
if Airplanes Limited and Airplanes Trust were separate taxable entities from
GPA. At March 31, 1996 and September 30, 1996, the deferred income tax assets
and liabilities represent the assets and liabilities of Airplanes Limited and
Airplanes Trust at those dates. There was no overall tax benefit or charge in
the three months to September 30, 1996 (Airplanes Limited: nil; Airplanes
Trust: nil) compared with a tax benefit of $6 million in the same period in
1995 (Airplanes Limited: $1 million; Airplanes Trust: $5 million).

Net Loss

The net loss for the three months ended September 30, 1996 after taxation was
$32 million (Airplanes Limited: $31 million; Airplanes Trust: $1 million)
compared with a net loss after taxation for the three months ended September
30, 1995 of $13 million (Airplanes Limited: $13 million; Airplanes Trust: nil).

Airplanes Group's activities will continue to be adversely affected by the
weak financial position of certain lessees and by continuing difficult trading
conditions in certain jurisdictions. Airplanes Group's results will also
continue to be affected by utilization of provisions previously made in
respect of the substantial number of leases that continue to be "loss making"
and by the requirement, if any, to make future provisions in respect of "loss
making" leases.



Financial Resources and Liquidity

Overview

Prior to the closing of the Underwritten Offering, Airplanes Group had not
operated as a separate business, and consequently, had not been financed as
such.  GPA managed its cash resources centrally and cash generated by the
subsidiaries of Airplanes Limited and Airplanes Trust was assumed to be
transferred to GPA for the purpose of servicing GPA's indebtedness.

Liquidity

Airplane Group's statement of cash flows for the period to September 30,
1995 has been prepared on the assumption that Airplanes Group maintained
constant cash balances of approximately $135 million up to March 28, 1996.
The actual cash balances of Airplanes Group at March 31, 1996 amounted to
$220 million (Airplanes Limited: $214 million;  Airplanes Trust: $6
million).  The increase in actual cash balances at March 31, 1996 reflects
primarily $50 million in additional Class A-5 Notes issued on March 28,
1996, together with certain adjustments to the mix of collateral in respect
of receivables transferred on such date.  Actual cash balances at September
30, 1996 amounted to $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, 1996 amounted to $79 million (Airplanes Limited: $76 million;  Airplanes
Trust: $3 million) compared with $57 million in the three months ended
September 30, 1995 (Airplanes Limited: $55 million; Airplanes Trust: $2
million).  This reflects cash paid in respect of interest of $71 million in
the three months to September 30, 1996 (Airplanes Limited: $64 million;
Airplanes Trust: $7 million) compared with $81 million in the three months to
September 30, 1995 (Airplanes Limited: $73 million; Airplanes Trust: $8
million).  See "-- Results of Operations - Three Months Ended September 30,
1996 Compared with Three Months Ended September 30, 1995 -- Net Interest
Expense" above for a discussion of the basis upon which Airplanes Group's
interest charge and cash paid in respect of interest has been calculated for
periods prior to March 28, 1996.  In addition, depreciation and amortization
amounted to $53 million in the three months to September 30, 1996 (Airplanes
Limited: $47 million; Airplanes Trust: $6 million) compared with $50 million
in the comparable period in 1995 (Airplanes Limited: $44 million; Airplanes
Trust: $6 million).

Investing and Financing Activities

Cash flows from investing and financing activities in the three months to
September  30, 1996 primarily reflect the repayment of $72 million of
principal on Subclass A-5 and Class B Notes by Airplanes Group (Airplanes
Limited: $69 million; Airplanes Trust: $3 million).

As described, no use of cash to repay indebtedness has been assumed in periods
prior to March 28, 1996.  Instead, distributions and transfers back to GPA of
cash in amounts required to restore Airplanes Group's cash balance to $135
million in 1995 have been assumed as Airplanes Group was not a separately
financed entity in this period.  These distributions and transfers back have
been treated as increases in Airplanes Group's net liabilities and amounted to
$61 million in the three months to September 30, 1995 (Airplanes Limited: $59
million; Airplanes Trust: $2 million).

Indebtedness

Following the closing of the Underwritten Offering, Airplanes Group's
indebtedness consists of the Class A-D Notes and Class E Notes.  In order
to repay principal on the Subclass A-1, A-2, A-3 and A-4 Notes, 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 of Subclass A-4 Notes are expected to be refinanced through
the sale of further pass-though certificates by early 1998, 1999, 2001 and
2003, respectively.  There can be no assurance that further pass-through
certificates can be sold 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 initially entered into interest rate swaps with an aggregate
notional principal amount of $2.62 billion (the "Initial Swaps").  Under these
Initial Swaps, Airplanes Group pays fixed amounts and receives floating
amounts on a monthly basis.  The Initial Swaps amortize having regard to the
minimum amortization schedule of the Class A and B Notes, the expiry dates of
the leases under which lessees make fixed rate rental payments and the LIBOR
reset dates under the floating rates leases. At least every three months, GPA
Financial Services Limited, a subsidiary of GPA Group, as Airplanes Group's
"Administrative Agent" seeks to enter into additional swaps or sell at market
value or unwind part or all of the initial 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, 1996, Airplanes Group had
unamortized swaps with an aggregate notional principal balance of $2,880
million. This consisted of $1,250 million in respect of the unamortized
balance of the notional amount of the Initial Swaps and $1,630 million in
respect of the unamortized balance of the notional amount of additional swaps
("additional swaps") entered into by Airplanes Group since March 28, 1996
in order to rebalance Airplanes Group's mix of fixed and floating interest
rate obligations and the fixed and floating mix of rental payments.  None
of the additional swaps have maturity dates extending beyond March 1997.
As of September 30, 1996, of the $1,250 million aggregate notional amount
of the unamortized balance of the Initial Swaps, an amortizing swap with a
notional amount of $430 million had a final maturity date of April 1997, an
amortizing swap with a notional amount of $310 million had a final maturity
date of October 1998 and an amortizing swap with a notional amount of $510
million had a final maturity date of April 2001.

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 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 initial and any future Swaptions, for example, to reflect any
decreases in the Target Hedge.  In the period to September 30, 1996,
Airplanes Group purchased Swaptions for interest rate swaps with an
aggregate notional principal balance of $43 million.

Through the use of interest rate 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
may consist primarily of the affiliates of major U.S. and European
financial institutions (including special purpose derivative vehicles)
whose credit ratings are consistent with maintaining the ratings of the
Class A Notes.

Results of Operations - Six Months Ended September 30, 1996 Compared with Six
Months Ended September 30, 1995

Airplanes Group's results of operations for the six months ended September 30,
1996 reflected a continuation of a general improvement in overall industry
conditions for the period, offset by the requirement for Airplanes Group to
make specific provisions for certain older wide body aircraft. Overall,
Airplanes Group generated $148 million in cash from operations in the six
months to September 30, 1996 compared to $111 million in the same period of
the previous year. The increase in cash from operations generated in the six
month period to September 30, 1996 is primarily attributable to a lower
overall cost of capital in that period than that assumed in the same period to
September 30, 1995.

Revenues

Overall, revenues for the six months ended September 30, 1996 remained
relatively unchanged at $309 million (Airplanes Limited: $271 million;
Airplanes Trust: $38 million) compared with $311 million (Airplanes Limited:
$281 million; Airplanes Trust: $30 million) for the six months ended September
30, 1995, reflecting the relatively similar portfolio in the periods. A
somewhat lower interest rate environment in the six months to September 30,
1996 had the effect of reducing revenues. This was partially offset by an
increased number of Aircraft on lease during the period. Maintenance reserve
receipts, which Airplanes Group receives from certain of its lessees to
provide against the cost of maintaining leased Aircraft, are included in
revenues.

Depreciation and Amortization

The charge for depreciation and amortization in the six months ended September
30, 1996 amounted to $104 million (Airplanes Limited: $92 million; Airplanes
Trust: $12 million) which is similar to the charge for the comparative period
in 1995. This reflects the relatively similar fleets in both periods.

Net Interest Expense

Net interest expense amounted to $186 million (Airplanes Limited: $169
million;  Airplanes Trust: $17 million) in the six month period ended
September 30, 1996.  On the basis assumed, net interest expense recorded in
the six month period ended September 30, 1995 amounted to $184 million
(Airplanes Limited: $168 million;  Airplanes Trust: $16 million).

Net interest expense in the six month period to September 30, 1995 has been
determined on the basis set out in Note 2 to the unaudited condensed financial
statements.  This essentially assumes that for this period, Airplanes Group's
debt was owed to GPA and was approximately equal to the appraised value of the
Aircraft at October 31, 1995 plus the value of certain receivables acquired
from GPA by Airplanes Group.  The interest charge for the six month period
ended September 30, 1996 is based on the actual debt outstanding during the
period and the actual terms of the Notes and the Class E Notes. The weighted
average interest rate on the Notes during the six month period to September
30, 1996 was 6.60% and the average debt in respect of the Notes outstanding
during the period was $3,995 million. The Class E Notes accrue interest at a
rate of 20% per annum.

The difference in Airplanes Group's net interest expense and cash paid in
respect of interest in the six month period to September 30, 1995 is
substantially accounted for by the assumption that Airplanes Group paid cash
interest at the per annum rate of 1% on the Class E Note Portion.  The Class E
Note Portion was assumed to represent approximately 15% of total indebtedness
to GPA in each period under review prior to March 28, 1996.

The difference in Airplanes Group's net interest expense and cash paid in
respect of interest in the six month period ended September 30, 1996 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 period.

Net interest is stated after deducting interest income earned during the
relevant period.  In the six months ended September 30, 1996, Airplanencome
(including lessee default interest) of $5 million (Airplanes Limited:
$4million; Airplanes Trust:$1 million) compared with $3 million in the three
months ended September 30, 1995 (Airplanes Limited: $2 million; Airplanes
Trust $1 million).  The increase is primarily attributable to cash balances in
the six months ended September 30, 1996 being higher than those assumed in the
period to September 30, 1995.

Bad Debt, Downtime, Loss-Making Lease Provisions and Other Lease Costs

A substantial part of the balance of Airplanes Group's costs in any period may
consist of allowances for bad and doubtful debts and net provisions for
downtime and "loss making" leases. See "--Results of Operations - Three Months
Ended September 30, 1996 Compared with Three Months Ended September 30, 1995"
for a discussion on Airplanes Group's accounting practices in respect of
delinquent receivables and provisions for downtime and "loss making" leases.

The number of Airplanes Group's lessees which continued to experience
financial difficulties in the six month period ended September 30, 1996 was
small relative to prior periods and the payment performance with regard to
certain other carriers improved in the period reflecting a continuing
improvement in the general trading environment in certain regions.  Overall,
there was a net credit of $1 million of provisions previously made in respect
of bad and doubtful debts  (Airplanes Limited: nil; Airplanes Trust: $1
million) in the six month period ended September 30, 1996. This is compared
with an overall net credit in respect of bad and doubtful debts for the six
months ended September 30, 1995 of $6 million (Airplanes Limited: $6 million;
Airplanes Trust: nil).

There was an overall net utilization of $10 million (Airplanes Limited: $7
million; Airplanes Trust: $3 million) in respect of downtime and "loss
making" lease provisions in the six months to September 30, 1996. This is
compared with a net overall charge of $3 million (Airplanes Limited: a net
utilization of $1 million; Airplanes Trust: a charge of $4 million) in the six
month period to September 30, 1995. The overall net utilization in respect of
downtime and "loss making" leases in the six month period to September 30,
1996 includes a "loss making" lease provision of $7 million relating to one
wide body aircraft.

Other lease costs in the six months ended September 30, 1996 amounted to $25
million (Airplanes Limited: $19 million; Airplanes Trust: $6 million) compared
to other lease costs of $13 million (Airplanes Limited: $13 million; Airplanes
Trust: nil) in the six months to September 30, 1995. In the six months to
September 30, 1996, other lease costs include provisions of $15 million in
respect of the two DC10-30 Aircraft discussed above under "--Results of
Operations - Three Months Ended September 30, 1996 Compared with Three
Months Ended September 30, 1995".

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six month period to
September 30, 1996 amounted to $18 million (Airplanes Limited: $16 million;
Airplanes Trust: $2 million). This is a similar charge to that reported in the
six months ended September 30, 1995, which was $17 million (Airplanes Limited:
$15 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 $18 million in the six months
to September 30, 1996 include $12 million (Airplanes Limited: $11 million;
Airplanes Trust: $1 million) relating to GECAS servicing fees.  This is a
similar charge to the expense incurred in respect of GECAS servicing fees in
the period to September 30, 1995, which was $11 million (Airplanes Limited:
$10 million; Airplanes Trust: $1 million).

A further significant element of Airplanes Group's actual selling, general
and administrative expenses reported in the period to September 30, 1996 was
$5 million (Airplanes Limited: $4 million; Airplanes Trust: $1 million) in
respect of administrative agency and cash management fees payable to GPA.
Arrangements with GPA in respect of administrative agency services and cash
management services only became effective on March 28, 1996.

Operating Loss

The operating loss for the six months ended September 30, 1996 was $63
million (Airplanes Limited: $56 million;  Airplanes Trust: $7 million)
compared with an operating loss of $46 million for the six months ended
September 30, 1995 (Airplanes Limited: $35 million;  Airplanes Trust: $11
million).  The increase in the loss is primarily accounted for by the $15
million in provisions in respect of the two DC10-30 Aircraft discussed
above in "--Results of Operations - Three Months Ended September 30, 1996
Compared With Three Months Ended September 30, 1995 - Bad Debt, Downtime,
Loss Making Lease Provisions and Other Lease Costs".  Airplanes Limited and
Airplanes Trust are expected to continue to report substantial losses in
the future.

Taxes

There was no overall tax benefit or charge in the six months to September 30,
1996 (Airplanes Limited: a charge of $1 million; Airplanes Trust: a credit of
$1 million) compared with a tax benefit of $7 million in the same period in
1995 (Airplanes Limited: $3 million; Airplanes Trust: $4 million).

Net Loss

The net loss for the six months ended September 30, 1996 after taxation was
$63 million (Airplanes Limited: $57 million; Airplanes Trust: $6 million)
compared with a net loss after taxation for the six months ended September 30,
1995 of $39 million (Airplanes Limited: $32 million; Airplanes Trust: $7
million).

Financial Resources and Liquidity

Operating Activities

Net cash provided by operating activities in the six months ended September
30, 1996 amounted to $148 million (Airplanes Limited: $97 million;  Airplanes
Trust: $51 million) compared with $111 million in the six months ended
September 30,1995 (Airplanes Limited: $102 million; Airplanes Trust: $9
million).  This reflects cash paid in respect of interest of $131 million in
the period to September 30, 1996 (Airplanes Limited: $120 million; Airplanes
Trust: $11 million) compared with $162 million in the period to September  30,
1995 (Airplanes Limited: $147 million; Airplanes Trust: $15 million).  See "--
Results of Operations - Three Months Ended September 30, 1996 Compared with
Three Months Ended September 30, 1995" for a discussion of the basis upon
which Airplanes Group's interest charge and cash paid in respect of interest
has been calculated for periods prior to March 28, 1996.

Investing and Financing Activities

Cash flows from investing and financing activities in six months to September
30, 1996 primarily reflect the repayment of $127 million of principal on
Subclass A-5 and Class B Notes by Airplanes Group (Airplanes Limited: $120
million; Airplanes Trust: $7 million).

As described, no use of cash to repay indebtedness has been assumed in periods
prior to March 28, 1996.  Instead, distributions and transfers back to GPA of
cash in amounts required to restore Airplanes Group's cash balance to $135
million in 1995 have been assumed as Airplanes Group was not a separately
financed entity in this period.  These distributions and transfers back have
been treated as increases in Airplanes Group's net liabilities and amounted to
$119 million in the six months to September 30, 1995 (Airplanes Limited: $110
million; Airplanes Trust: $9 million).


Part II.Other Information

Item 1. Legal Proceedings

AeroUSA, Inc. and AeroUSA 3, Inc., both Connecticut corporations, have in the
past filed and will continue to file United States federal and state
consolidated tax returns with GPA, Inc., and its subsidiaries (the "GPA U.S.
Tax Group").  GPA, Inc. is a Delaware corporation and a wholly-owned
subsidiary of GPA Group. AeroUSA, Inc. and AeroUSA 3, Inc. also file certain
other state and local tax returns on an unconsolidated basis.  Currently,
there are ongoing tax audits by certain state and local tax authorities with
respect to taxes previously reported by the GPA U.S. Tax Group or members
thereof.  Airplanes Trust believes that none of these audits will have a
material adverse impact on the financial position or liquidity of AeroUSA, 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, 1996;
            September 16, 1996; and October 15, 1996 (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, 1996                   AIRPLANES LIMITED


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



Date: November 13, 1996                   AIRPLANES U.S. TRUST


                                          By: /s/ William M. McCann
                                             ---------------------------------
                                             William M. McCann
                                             Director 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