EXHIBIT 3.6

                               SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                 AIRLEASE LTD. A CALIFORNIA LIMITED PARTNERSHIP

         This Second  Amendment  to Amended and  Restated  Agreement  of Limited
Partnership  of  Airlease   Ltd.,  A  California   Limited   Partnership   (this
"Amendment"), is made and entered into as of the 17th day of March, 2004.

         WHEREAS,  the Partners  previously entered into an Amended and Restated
Agreement of Limited  Partnership  dated as of October 10,  1986,  as amended on
December 12, 1988 (the "Original Partnership Agreement");

         WHEREAS,   the  Partners  desire  to  amend  the  Original  Partnership
Agreement as specified in this Amendment; and

         WHEREAS, Article 18 of the Original Partnership Agreement provides that
it may be amended if certain  conditions are satisfied,  and all such conditions
have been satisfied with respect to this Amendment;

         NOW, THEREFORE,  for and in consideration of the foregoing,  and of the
covenants and agreements hereinafter set forth, it is hereby agreed as follows:

         1.       DEFINED  TERMS.  All  capitalized  terms  used but not defined
herein shall have the meanings  given to such terms in the Original  Partnership
Agreement, as amended by this Amendment.

         2.       DELETION  OF  "ASSIGNEE."     The  General  Partner  shall  be
authorized  to  delete  the  definition  of  "Assignee"  from  Article  1 of the
Agreement and to delete all references in the Agreement to any "Assignee," which
term shall then be of no further force and effect.

         3.       "TRANSFER  APPLICATION."     The  General  Partner  shall   be
authorized  to delete the  definition  of  "Transfer  Application"  included  in
Article 1 of the  Agreement and to replace it in its entirety with the following
definition:

                  TRANSFER  APPLICATION:.   An  application  and  agreement  for
         transfer of  Depositary  Units in the form set forth on the back of the
         Depositary  Receipt or in a form  substantially to the same effect in a
         separate  instrument  by which (a) a proposed  transferee of Depositary
         Units requests  admission to the  Partnership as a Substituted  Limited
         Partner,  agrees  to be  bound  by the  terms  and  conditions  of this
         Agreement and the Depositary  Agreement,  grants a power of attorney to
         the General Partner pursuant to Article 17, and represents and warrants
         to the Partnership that he is a United States Citizen or Resident Alien
         and (b) a proposed transferee of Depositary Units makes representations
         regarding  the  manner  of  transfer  of such  Depositary  Units as the
         General Partner deems necessary to avoid taxation of the Partnership as
         a corporation for federal income tax purposes.  The form and content of
         the Transfer  Application  may be changed from time to time in the sole
         discretion of the General Partner.

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         4.       AMENDMENT OF SECTION  3.3(B).  The General  Partner  shall  be
authorized to delete Sections  3.3(B)(1) and 3.3(B)(2) of the Agreement in their
entirety and to replace them with the following  Section 3.3(B),  to read in its
entirety as follows:

                  (B) After  December 31, 1997,  all Cash Available From Sale or
         Refinancing shall be distributed pursuant to Section 10.3(C),  provided
         that  if  the  General  Partner  determines  that  it  would  be in the
         Partnership's  best  interest,  Cash Available From Sale or Refinancing
         may be used to repay indebtedness.

         5.       AMENDMENT OF SECTION  4.1(FF).  The General  Partner  shall be
authorized  to delete  Section 4.1 (ff) of the  Agreement in its entirety and to
replace  it with  the  following  Section  4.1 (ff) to read in its  entirety  as
follows:

                  (ff) To sell  any and all  Partnership  Assets  on  terms  and
         conditions  determined by the General Partner,  including a sale of all
         or substantially all of the Partnership Assets.

         6.       AMENDMENT TO END OF SECTION 4.1. The General  Partner shall be
authorized  to add a new Section  4.1(ii) to the end of Section  4.1, to read in
its entirety as follows:

                  (ii) To impose such  restrictions  on the transfer of Units as
         the General  Partner  deems  necessary  or  appropriate  to prevent the
         Partnership  from being taxed as a corporation  for federal  income tax
         purposes.

         7.       AMENDMENT OF SECTION  7.9(A)(2).  The General Partner shall be
authorized to delete  Section 7.9 (A)(2) of the Agreement in its entirety and to
replace it with the  following  Section  7.9 (A)(2) to read in its  entirety  as
follows:

                  (2) Dissolution,  discontinuation,  or material  alteration of
         the business of the Partnership,  provided that no approval is required
         for dissolution  following the sale of all or substantially  all of the
         Partnership Assets;

         8.       AMENDMENT OF SECTION 10.3.

                  a. The General Partner  shall be  authorized to delete Section
10.3 (B) of the Agreement in its entirety.

                  b. The General  Partner shall be authorized to delete  Section
         10.3(C) of the  Agreement  in its  entirety  and to replace it with the
         following Section 10.3 (C) to read in its entirety as follows:

                  (C) After December 31, 1997,  subject to Section  3.3(B),  any
         Cash Available From Sale or Refinancing shall be distributed 99% to the
         Unitholders and 1% to the General Partner.

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9. CHANGES TO TRANSFER PROVISIONS IN ARTICLE 13.

                  a. The General  Partner shall be authorized to delete  Section
         13.4(B) of the  Agreement  in its  entirety  and to replace it with the
         following Section 13.4(B) to read in its entirety as follows:

                  (B) A transferee  who has  completed  and delivered a Transfer
         Application shall be deemed (i) to have agreed to be bound by the terms
         and conditions of the Depositary  Agreement and the Depositary Receipt,
         (ii) to have requested  admission as a Substituted Limited Partner with
         respect to the Units  transferred,  (iii) to have agreed to comply with
         and be bound by this  Agreement,  whether  or not  such  transferee  is
         admitted as a Substituted  Limited  Partner and to execute any document
         that the  General  Partner  may  reasonably  require to be  executed in
         connection  with the transfer or with the admission of such  transferee
         as a Substituted Limited Partner pursuant to Article 14 with respect to
         the  Depositary  Units  transferred,   (iv)  to  have  represented  and
         warranted  that such  transferee is a United States Citizen or Resident
         Alien and has authority to enter into the Depositary Agreement and this
         Agreement,  (v) to have made  representations  regarding  the manner of
         transfer  of  such  Depositary  Units  as  the  General  Partner  deems
         necessary to avoid  taxation of the  Partnership  as a corporation  for
         federal income tax purposes, (vi) to have appointed the General Partner
         his  attorney-in-fact  to execute any document that the General Partner
         may deem necessary or appropriate to be executed in connection with the
         transfer  and/or his  admission as a Substituted  Limited  Partner with
         respect to the Depositary  Units  transferred,  (vii) to have given the
         power of attorney set forth in Article 17, and (viii) to have given the
         consents  and waivers  contained  in this  Agreement.  Unless and until
         admitted as a Substituted  Limited Partner  pursuant to Article 14 with
         respect to Depositary Units transferred  pursuant to this Section 13.4,
         no  transferee  shall have any rights with respect to the  Partnership.
         Except as specifically  provided in this Agreement,  a transferee shall
         not be treated as or have the fights of a Limited Partner.

                  b. The General  Partner shall be authorized to delete  Section
         13.4(E) of the  Agreement  in its  entirety  and to replace it with the
         following Section 13.4(E) to read in its entirety as follows:

         (E)      Any holder of a Unit  or a  Depositary  Receipt  (including  a
     transferee  thereof  conclusively  shall be deemed to have agreed to comply
     with and be bound by all terms and conditions of this  Agreement,  with the
     same effect as if such holder had executed a Transfer Application,  whether
     or not such holder in fact has executed such a Transfer Application.

         10.      CHANGES TO PARTNER  ADMISSION  PROCEDURES IN  ARTICLE  14. The
General  Partner shall be authorized to delete Section  14.1(A) of the Agreement
in its entirety and to replace it with the following  Section 14.1(A) to read in
its entirety as follows:

                  (A) Any person shall have the right to request  admission as a
         Substituted  Limited  Partner  subject to the  conditions of and in the
         manner  permitted  by the terms of this  Agreement.  By  transfer  of a
         Depositary  Receipt,  the  transferor  is  deemed  to  have  given  the
         transferee  the right to request  admission  as a  Substituted  Limited
         Partner subject to the conditions of and in the manner  permitted under
         this Agreement.  Each transferee of a Depository Receipt (including any

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         Person,  such  as a  broker,  dealer,  bank,  trust  company,  clearing
         corporation, other nominee holder, or an agent of any of the foregoing,
         acquiring such Depositary Unit for the account of another Person) shall
         apply  to  become  a  Substituted   Limited  Partner  with  respect  to
         Depositary Units transferred to such Person by executing and delivering
         a Transfer  Application at the time of such transfer.  Such  transferee
         shall become a Substituted  Limited  Partner with respect to Depositary
         Units transferred at such time as the General Partner consents thereto,
         which  consent may be given or withheld in the General  Partner's  sole
         discretion.  Unless the  Depositary  is notified to the  contrary,  the
         General  Partner  shall be deemed  to have  given  its  consent  to the
         admission of a transferee as a Substituted  Limited  Partner,  and such
         admission shall be effective,  at and from the close of business on the
         last  business day of the calendar  month in which a properly  executed
         Transfer Application is received by a Transfer Agent.

         11.      EXHIBIT 1  TO  THE  AGREEMENT.  The  General  Partner shall be
authorized  to amend the form of Transfer  Application  included in Exhibit 1 to
the  Agreement  by replacing it with  Attachment 1 hereto.  The General  Partner
shall be  authorized to change the form and content of Attachment 1 from time to
time in its sole discretion.

         12.      AUTHORITY OF  GENERAL  PARTNER TO  TAKE  CERTAIN  ACTION.  The
General  Partner  shall  be  authorized  to  make  any or  all of the  foregoing
amendments.  In addition,  if any amendment or proposed amendment to partnership
tax law is enacted or pending,  the General  Partner is  authorized to take such
other actions (including  amending the Agreement or any amendment thereto) which
the General Partner  determines are in the best interests of the Partnership and
the  Limited   Partners  and  which  are  consistent  with  the  intent  of  the
Restrictions on Unit  Transferability  and Portfolio  Runoff,  as defined in the
Consent  Solicitation  Statement  dated June 24,  1997 in light of any change or
proposed  change in  partnership  tax law from the law in  existence  on June 1,
1997. Without limiting the authority of the General Partner, the General Partner
is  authorized  to  further  amend the  Agreement  and to take any other  action
necessary or appropriate to carry out the intent of the foregoing  provisions of
this Amendment.

         13.      AGREEMENT IN FULL FORCE AND EFFECT.  Except as amended hereby,
the Agreement shall continue in full force and effect.

         14.      GOVERNING LAW.    This Amendment  shall  be  governed  by  and
construed under the laws of the State of California.

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         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the day and year first written above.

                                   GENERAL PARTNER:

                                   AIRLEASE MANAGEMENT SERVICES, INC.



                                   By:  /s/ DAVID B. GEBLER
                                        __________________________________
                                          Name: David B. Gebler
                                          Title: Chairman, Chief Executive
                                                 Officer and President


                                          LIMITED PARTNERS (pursuant to power-
                                          of-attorney to the General Partner)


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                                                                    ATTACHMENT 1


         NO ASSIGNMENT OF THE DEPOSITARY UNITS EVIDENCED BY A DEPOSITARY RECEIPT
WILL BE  REGISTERED  ON THE  BOOKS OF THE  DEPOSITARY  OR OF  AIRLEASE  LTD.,  A
CALIFORNIA LIMITED  PARTNERSHIP (THE  "PARTNERSHIP"),  UNLESS AN APPLICATION FOR
TRANSFER OF  DEPOSITARY  UNITS HAS BEEN  EXECUTED BY A TRANSFEREE  WHO CERTIFIES
THAT THE  TRANSFEREE,  AND IF THE  TRANSFEREE  IS HOLDING A DEPOSITARY  UNIT FOR
ANOTHER PERSON,  THAT TO THE BEST KNOWLEDGE OF THE TRANSFEREE SUCH OTHER PERSON,
IS A UNITED STATES  CITIZEN OR RESIDENT ALIEN (AS THOSE TERMS ARE DEFINED IN THE
AMENDED AND RESTATED  AGREEMENT OF LIMITED  PARTNERSHIP OF THE PARTNERSHIP),  ON
THE FORM OF APPLICATION SET FORTH BELOW.

                  APPLICATION FOR TRANSFER OF DEPOSITARY UNITS

         The undersigned  ("Applicant")  hereby applies for transfer to the name
of the Applicant of the Depositary  Units evidenced by a Depositary  Receipt and
hereby  certifies  to Airlease  Ltd.,  A  California  Limited  Partnership  (the
"Partnership"), and the Depositary that the Applicant (including, to the best of
Applicant's  knowledge,  any  person  for  whom  the  Applicant  will  hold  the
Depositary  Units) is a United States  Citizen or Resident Alien (as those terms
are defined in the Amended and Restated Agreement of Limited  Partnership of the
Partnership (the "Partnership Agreement")) .

         The Applicant further certifies to the Partnership that:

         (Check one)

                  _____ (a) The Applicant has acquired the Depositary Units by a
"transfer not involving  trading" within the meaning of Internal Revenue Service
Notice 88-75.

                  _____ (b) The Applicant has acquired the  Depositary  Units in
compliance  with the "two  percent"  safe harbor  described in Internal  Revenue
Service Notice 88-75.

                  _____ (c) The Applicant has acquired the Depositary Units in a
qualified "matching service"  transaction  described in Internal Revenue Service
Notice 88-75.

THE  TRANSFER OF  DEPOSITARY  UNITS  PURSUANT TO THIS  TRANSFER  APPLICATION  IS
SUBJECT TO A  DETERMINATION  BY THE GENERAL  PARTNER IN ITS SOLE DISCRETION THAT
SUCH TRANSFER WAS MADE IN ACCORDANCE WITH INTERNAL  REVENUE SERVICE NOTICE 88-75
AND WILL NOT CAUSE THE  AGGREGATE  PERCENTAGE OF  DEPOSITARY  UNITS  TRANSFERRED
DURING THE CALENDAR YEAR TO EXCEED THE ALLOWABLE  AMOUNT OR OTHERWISE  CAUSE THE
DEPOSITARY UNITS TO BE TREATED AS TRADED ON AN ESTABLISHED  SECURITIES MARKET OR
READILY TRADABLE ON A SECONDARY MARKET (OR THE SUBSTANTIAL  EQUIVALENT  THEREOF)
AS DEFINED IN SECTION 7704(B) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

         The Applicant (i) agrees to be bound by the terms and conditions of the
Depositary  Agreement and the Depositary  Receipt,  (ii) requests admission as a
Substituted  Limited  Partner in the  Partnership  and agrees to be bound by the
Partnership Agreement, and (iii) appoints the General Partner of the Partnership
his attorney to execute,  swear to,  acknowledge and file any document necessary

<PAGE>

or appropriate for the Applicant's admission as a Substituted Limited Partner in
the Partnership and as a party to the Partnership Agreement,  if consent to such
admission is given by the General Partner in its sole discretion.

Dated
      ___________________   ____________________________________________________
                                         Signature of Transferee
                             (Must Be United States Citizens or Resident Alien)

_________________________   ____________________________________________________
 Social Security or other                  Residence Address
    identifying number

_________________________
Purchase Price (including
  Commissions, if any)


Type of Entity (check one):

___ Individual  ___ Partnership  ___ Corporation  ___ Trust  ___ Other (Specify)

Nationality (check one):

___ U.S. Citizen or Resident Alien   ___ Foreign Corporation or Non-resident
                                         Alien

         If the Applicant is a broker,  dealer,  bank,  trust company,  clearing
corporation,  other nominee holder or an agent of any of the  foregoing,  and is
holding  for the  account  of any  other  person,  this  application  should  be
completed  by an officer  thereof,  or, in the case of a broker or dealer,  by a
registered  representative who is a member of a registered  national  securities
exchange,  or a member of the National Association of Securities Dealers,  inc.,
or, in the case of any  other  nominee  holder,  a person  performing  a similar
function.  If the Applicant is a broker,  dealer, bank, trust company,  clearing
corporation, other nominee holder or an agent of any of the foregoing, the above
certification  as to any person for whom the Applicant  will hold the Depositary
Units shall be made to the best of the Applicant's knowledge.