Supplemental Agreement No. 1

                               to

                   Purchase Agreement No. 1916

                             between

                       The Boeing Company

                               and

             INTERNATIONAL LEASE FINANCE CORPORATION

            Relating to Boeing Model 777-200 Aircraft


     THIS SUPPLEMENTAL AGREEMENT, entered into as of the 9th day of 
February, 1998, by and between THE BOEING COMPANY, a Delaware 
corporation (Boeing), and International Lease Finance Corporation, 
a corporation with its principal office in the City of Los Angeles, 
State of California, (Buyer);

                      W I T N E S S E T H:
                      -------------------

     WHEREAS, the parties hereto entered into Purchase Agreement 
No. 1916 dated June 24, 1996, relating to Boeing Model 777-200 
aircraft (the Agreement) and 

     WHEREAS, the parties desire to supplement the Agreement as 
hereinafter set forth, to (i) recalculate the Advance Payment 
Base Prices for all Aircraft as defined in Article 3.4.2. of the
Agreement, (ii) revise the engine allocations for the * and * 
Aircraft and (iii) add previously executed letter agreements 
6-1162-JDR-267R1, 6-1162-SSM-435 and 6-1162-SSM-482, as well 
as certain additional changes as set forth herein, 

    NOW THEREFORE, in consideration of the mutual covenants 
herein contained, the parties hereto agree as follows:

__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.
<PAGE>
<PAGE>

     1.   The Table of Contents is deleted in its entirety and 
is replaced by a new  Table of Contents.  Such revised Table of 
Contents is attached hereto and incorporated into the Agreement 
by this reference.

     2.   Table 1 to the Purchase Agreement entitled "Aircraft 
Deliveries and Descriptions," is deleted in its entirety and 
is replaced by a new Table 1 reflecting (i) the recalculation 
of the Advance Payment Base Prices for all Aircraft, (ii) 
installation of Rolls Royce engines in lieu of Pratt and Whitney 
engines in the * Aircraft and (iii) installation of Pratt and 
Whitney engines in lieu of Rolls Royce engines on the * Aircraft.  
Such revised Table 1 is attached hereto and incorporated into 
the Agreement by this reference.

     3.   Previously executed Letter Agreement No. 6-1162-JDR-267R1, 
entitled "Certain Contractual Matters", supersedes and replaces 
Letter Agreement No. 6-1162-JDR-267 in its entirety and is 
incorporated into the Agreement by this reference.  Letter 
Agreement No. 6-1162-JDR-267R1 * the amount that the airframe 
credit memoranda for the * will be * in accordance with paragraph 
1.1.1 and clarifies the application of credit memoranda to 
operational weight increases.

     4.   Previously executed Letter Agreement No. 6-1162-SSM-435, 
entitled " * Matters", supersedes and replaces Letter Agreement No.
6-1162-JDR-273 in its entirety and is incorporated into the 
Agreement by this reference.

     5.   Previously executed Letter Agreement No. 6-1162-SSM-482, 
entitled " * Operator Matters - Model 737, 747, 757, 767, 777 
Aircraft", supersedes and replaces Letter Agreement No. 
6-1162-JDR-271 in its entirety and is incorporated into the 
Agreement by this reference.

     6.   Boeing and Buyer agree that the terms and conditions 
of Letter Agreement No. 1916-1, shall apply to this Supplemental 
Agreement No. 1 and related letter agreements.

     The Agreement shall be deemed to be supplemented to the 
extent herein provided and as so supplemented shall continue in 
full force and effect.

__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.
<PAGE>
<PAGE>


     EXECUTED IN DUPLICATE as of the day and year first above written.


THE BOEING COMPANY                   INTERNATIONAL LEASE
                                     FINANCE CORPORATION


By: /s/ J.D. ROBINSON                BY:  /s/ MARTIN OLSON
    -----------------------               ---------------------------

Its: Attorney-In-Fact                Its: Dir - Marketing
     ----------------------               ---------------------------

<PAGE>
<PAGE>
                        TABLE OF CONTENTS

<TABLE>
<S>                                              <C>         <C>
                                                  Page         SA
                                                 Number      Number
                                                 ------      ------
ARTICLES

1.   Subject Matter of Sale. . . . . . . . . . . .1-1

2.   Delivery, Title and Risk
     of Loss . . . . . . . . . . . . . . . . . . .2-1

3.   Price of Aircraft . . . . . . . . . . . . . .3-1

4.   Taxes . . . . . . . . . . . . . . . . . . . .4-1

5.   Payment . . . . . . . . . . . . . . . . . . .5-1

6.   Excusable Delay . . . . . . . . . . . . . . .6-1

7.   Changes to the Detail
     Specification . . . . . . . . . . . . . . . .7-1

8.   Federal Aviation Requirements and
     Certificates and Export License . . . . . . .8-1

9.   Representatives, Inspection, 
     Flights and Test Data . . . . . . . . . . . .9-1

10.  Assignment, Resale or Lease. . . . . . . . .10-1

11.  Termination for Certain Events . . . . . . .11-1

12.  Product Assurance; Disclaimer and
     Release; Exclusion of Liabilities;
     Customer Support; Indemnification
     and Insurance . . . . . . . . . . . . . . ..12-1

13.  Buyer Furnished Equipment and
     Spare Parts . . . . . . . . . . . . . . . ..13-1

14.  Contractual Notices and Requests . . . . .  14-1

15.  Miscellaneous. . . . . . . . . . . . . . . .15-1

TABLES

1.   Aircraft Deliveries and
     Descriptions. . . . . . . . . . . . . . . . .S-1        SA-1

/TABLE
<PAGE>
<PAGE>
                        TABLE OF CONTENTS

<TABLE>
<S>                                                  <C>
                                                        SA
                                                     Number
                                                     ---------
EXHIBITS
---------

A   Aircraft Configuration . . . . . . . . . . . .  

B   Product Assurance Document . . . . . . . . . .  

C   Customer Support Document. . . . . . . . . . .  

D   Price Adjustments Due to 
    Economic Fluctuations -
    Airframe and Engines. . . . . . . . . . . . . . 

E   Buyer Furnished Equipment
    Provisions Document . . . . . . . . . . . . . . 

F   Defined Terms Document . . . . . . . . . . . .  


LETTER AGREEMENTS
-----------------

1916-1  Disclosure of Confidential
        Information . . . . . . . . . . . . . . . . 

1916-2  Waiver of Aircraft Demonstration
        Flights . . . . . . . . . . . . . . . . . . 

1916-3  Seller Purchased Equipment. . . . . . . . . 

1916-4  Spare Parts Support for Flight
        Training. . . . . . . . . . . . . . . . . . 

1916-5  Promotional Support . . . . . . . . . . . . 

1916-6  Configuration Decision Matters. . . . . . . 

1916-7  Price Adjustment on Rolls-Royce
        Engines . . . . . . . . . . . . . . . . . . 

</TABLE>
<PAGE>
<PAGE>
                       TABLE OF CONTENTS

<TABLE>

<S>                                                 <C>
                                                    SA
                                                    Number
                                                    ------
RESTRICTED LETTER AGREEMENTS
----------------------------

6-1162-JDR-266    Aircraft Performance
                  Guarantees . . . . . . . . . . . 

6-1162-JDR-267R1  Certain Contractual 
                  Matters. . . . . . . . . . . . .   SA-1

6-1162-JDR-268    Advance Payment Matters . . . . .

6-1162-JDR-269    Aircraft Configuration 
                  Matters. . . . . . . . . . . . . .

6-1162-JDR-270    Lessee Matters. . . . . . . . . . 

6-1162-JDR-271    * Operator Matters - 
                  SUPERSEDED . . . . . . . . . . . . SA-1

6-1162-JDR-272    Delivery Schedule Matters . . . . 

6-1162-JDR-273    * Matters - SUPERSEDED. . . . . .  SA-1

6-1162-JDR-274    Miscellaneous Matters . . . . . . 

6-1162-JDR-275    Option Aircraft . . . . . . . . . 

6-1162-JDR-276    Assignment of Rights, * and * 
                  Matters. . . . . . . . . . . . . .

6-1162-SSM-435    * Matters . . . . . . . . . . . .  SA-1

6-1162-SSM-482    * Operator Matters - Model
                  737, 747, 757, 767, 777 
                  Aircraft . . . . . . . . . . . . . SA-1

</TABLE>

__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>
                                 Table 1 to
                              Purchase Agreement
                     Aircraft Deliveries and Descriptions
                            Model 777 Aircraft

<TABLE>
<CAPTION>

<S>      <C>       <C>            <C>      <C>    <C>      <C>    <C>     <C>
                                                                  Article  Article
                                           Base                   3.2      3.4
Month/                                     Air-                   Aircraft Advance
Year     Quantity/ Detail                  frame  Special  Engine Basic    Payment
of       Model     Specification  Exhibit  Price  Features Price  Price    Base
Delivery Aircraft  No. and Date   Number   (*)    (*)      (*)    (*)      Price
-------- --------  -------------  -------  ----  -------- ------ --------  ------

*        One(1)/   D019W004-ILF-  A-3        *      *       *      *        *  
         777-200   3,Rev New RR

*        One(1)/   D019W004-ILF-  A-2        *      *       *      *        *  
         777-200   2,Rev New PW

*        One(1)/   D019W004-ILF-  A-3        *      *       *      *        *  
         777-200   3,Rev New RR

*        One(1)/   D019W004-ILF-  A-2        *      *       *      *        *  
         777-200   2,Rev New PW

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE

*        One(1)/   D019W004-ILF-  A-2        *      *       *      *        *  
         777-200   2,Rev New PW

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE

*        One(1)/   D019W004-ILF-  A-3        *      *       *      *        *  
         777-200   3,Rev New RR

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE

__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.
<PAGE>
<PAGE>
                                 Table 1 to
                              Purchase Agreement
                     Aircraft Deliveries and Descriptions
                            Model 777 Aircraft

<S>      <C>       <C>            <C>      <C>    <C>      <C>    <C>     <C>
                                                                  Article  Article
                                           Base                   3.2      3.4
Month/                                     Air-                   Aircraft Advance
Year     Quantity/ Detail                  frame  Special  Engine Basic    Payment
of       Type of   Specification  Exhibit  Price  Features Price  Price    Base
Delivery Aircraft  No. and Date   Number   (*)    (*)      (*)    (*)      Price
-------- --------  -------------  -------  ----  -------- ------ --------  ------

*        One(1)/   D019W004-ILF-  A-2        *      *       *      *        *  
         777-200   2,Rev New PW

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE

*        One(1)/   D019W004-ILF-  A-3        *      *       *      *        *  
         777-200   3,Rev New RR

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE

*        One(1)/   D019W004-ILF-  A-1        *      *       *      *        *  
         777-200   1,Rev New GE


__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.

</TABLE>
<PAGE>
<PAGE>
               [LETTERHEAD TO BOEING COMMERCIAL AIRPLANE GROUP]

Subject:           * Matters

Reference:         Purchase Agreements No. 2077, 2078, 2079, 2080,
                   2081 (The Purchase Agreements) and Purchase
                   Agreements No. 1768, 1769, 1770, 1771, 1772,
                   1829, 1830 And 1916 (the Previous Purchase
                   Agreements) between the Boeing Company (Boeing)
                   and International Lease Finance Corporation
                   (Customer) relating to Model 737, 747, 757, 767,
                   777 Aircraft (the Aircraft)

This Letter Agreement amends the Purchase Agreements and the
Previous Purchase Agreements between the Boeing Company (Boeing)
and International Lease Finance Corporation (Customer) relating
to Model 737, 747, 757, 767, 777 Aircraft (the Aircraft).

All terms used and not defined in this Letter Agreement, shall
have the same meaning as in the Purchase Agreement.

1.        *

          1.1      *

          1.2      *

__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-SSM-534    Page 2

                   1.2.1    *

                   1.2.2    *

                   1.2.3    *

                   1.2.4    *

                   1.2.5    *

2.        *

          2.1      *

          2.2      *

__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.

<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-SSM-435  Page 3

          2.3      *

          2.4      *



__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-SSM-435  Page 4

3.        *

          3.1      *

          3.2      *

          3.3      *



__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.
<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-SSM-435  Page 5

          3.4      *

4.        *

5.        *



__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-SSM-435  Page 6

6.        Confidentiality.

          Customer understands that certain commercial and
financial information contained in this Letter Agreement are
considered by Boeing as confidential.  Customer agrees that it
will treat this Letter Agreement and the information contained
herein as confidential and will not, without the prior written
consent of Boeing, disclose this Letter Agreement or any
information contained herein to any other person or entity.


Very truly yours,

THE BOEING COMPANY


BY  /s/ SCOTT MASSEY
    -----------------

Its Attorney-In-Fact



ACCEPTED AND AGREED TO this


Date:     November 17, 1997

INTERNATIONAL LEASE FINANCE CORPORATION


BY  /s/ R.G. DUNCAN
    -----------------------

R.G. Duncan
Its Senior Vice President

<PAGE>
<PAGE>

               [LETTERHEAD TO BOEING COMMERCIAL AIRPLANE GROUP]


6-1162-JDR-267R1


International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California  90067

Subject:    Letter Agreement No. 6-1162-JDR-267R1 to
            Purchase Agreement No. 1916 - Certain Contractual
            Matters

Gentlemen:

This Letter Agreement supersedes and replaces Letter Agreement 
6-1162-JDR-267 dated June 24, 1996.

This Letter Agreement amends Purchase Agreement No. 1916 (The
Agreement) between the Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 777 aircraft
(the Aircraft).

All terms used and not defined herein shall have the same meaning
as in the Agreement.

1.        Credit Memoranda.
          ----------------

          1.1      Airframe Credits - Aircraft.  In consideration 
of the purchase of the Aircraft, Boeing will issue a credit
memorandum for each Aircraft at the time of delivery in an amount
determined by *

                   1.1.1    Reduction of Certain Credit Memoranda
Amounts.  The amount of each such credit memorandum to be issued
for the Aircraft scheduled for delivery in * 



__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-JDR-267R1  Page 2

will be reduced by * at *.  

                   1.1.2    Revised Delivery Schedule.  Either
pursuant to the Agreement or by mutual agreement between Boeing
and Buyer, in the event the scheduled month of delivery of any
Aircraft is revised or Model 737 aircraft are substituted for one
Aircraft such that the Affected Aircraft scheduled months of
delivery are revised from those identified in paragraph 1.1.1
herein and/or the Affected Aircraft are no longer the initial
eight Aircraft delivered under the Agreement, Boeing and Buyer
agree (i) that the reduction in credit memorandum will apply to
each of the initial eight Aircraft to be delivered under the
Agreement and (ii) the amount of the credit memorandum reduction
for each of the initial eight Aircraft will be recalculated such
that the net present value of the reductions for the initial
eight Aircraft to be delivered under the revised delivery
schedule is equal to the net present value of the reductions for
the Affected Aircraft, as defined in paragraph 1.1.1 herein.

          1.2      *


__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-JDR-267R1   Page 3

          1.4      Application of Credit Memoranda.  Such credit
memoranda may be utilized by Buyer for the purchase of * or
applied against the balance of the purchase price of the Aircraft
for which such credit is issued, * but may not be used for the
purchase of other aircraft or application against advance
payments for any Aircraft.

          1.5      Engine Thrust Changes.  As shown in Attachment B
to Letter Agreement No. 6-1162-JDR-269, for engines from the same
manufacturer, *.  In the event Boeing revises its pricing policy
for other Model 777 engine thrust increases such that the price
for increasing engine thrust in production for engines from the
same manufacturer includes an airframe component and Buyer
subsequently elects to increase the engine thrust of any Aircraft
prior to delivery for engines from the same manufacturer, *.

          1.6      *



__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-JDR-267R1   Page 4

2.        Cooperative Marketing Agreement.
          -------------------------------

          It is recognized by Boeing and Buyer that Buyer may, from
time to time, require assistance from Boeing in product-related
areas such as sales presentations, route analysis and similar
activities in order to successfully market the Aircraft.  Boeing
agrees to cooperate with Buyer in the above-mentioned activities
for the period commencing on the date of execution of the
Purchase Agreement and ending on the later of December 31, 2004,
or at delivery of the last Aircraft, unless earlier termination
is mutually agreed.  Boeing further agrees to meet with Buyer
from time to time during such period to review sales campaigns of
mutual interest.

The above cooperative marketing agreement is subject to the
following conditions:

          (i)      all financial transactions and any lease-related
incentives to be provided by Buyer to its lessees shall be the
sole responsibility of Buyer and Boeing's financial commitments
in support of any transaction involving any Aircraft shall be
limited to the business arrangements between Boeing and Buyer set
forth in the Purchase Agreement for any such Aircraft unless
otherwise specifically agreed to by Boeing and Buyer and included
in the Purchase Agreement by written amendment; and

          (ii)     Nothing contemplated in this paragraph 2 shall in
any way restrict either party from pursuing those independent
sales activities which either considers in its own best interests
without concern for the effects of any such action on the other
party; and

          (iii)    The cooperation contemplated hereunder shall in
no way require either party to disclose to the 

<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-JDR-267R1   Page 5

other any data or interests of any customer or potential customer 
provided to either party in confidence by that customer or 
potential customer or which is proprietary to either party.

Nothing in this paragraph 2 or elsewhere in this Purchase
Agreement shall be deemed to create a joint venture, agency or
other mutual legal relationship between the parties and the sole
relationship of Boeing and Buyer is one of seller and purchaser
of the Aircraft.

*

3.        Credit Memorandum *.
          --------------------

          *



__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-JDR-267R1   Page 6

4.        *

5.        Improvement of *.
          ------------------

          In consideration of the purchase of the Aircraft, Boeing
will *


__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-JDR-267R1   Page 7

An appropriate amendment to the above affected purchase agreement
will be executed by Buyer and Boeing simultaneously with the
Agreement.

6.        Application to * Aircraft.
          -------------------------

          The terms of this Agreement, including amending Letter
Agreements executed simultaneously with the Agreement but
excluding the provisions of paragraphs 1.1 And 1.3 Of this Letter
Agreement, are applicable to *

7.        Special Credit Consideration.
          ----------------------------

          In consideration of the purchase of the Aircraft *,
Boeing will issue a special credit memorandum of *.  Such credit
memoranda may be utilized by Buyer for the purchase of *.

8.        Deletion of Option Aircraft.
          ---------------------------

          In consideration of the purchase of the Aircraft, Boeing
agrees to (i) cancel one Model 757-200 option * and (ii) cancel
one Model 767-300 option *


__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-JDR-267R1   Page 8

Appropriate amendments to the above affected purchase agreements
will be executed by Buyer and Boeing simultaneously with the
Agreement.

<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-JDR-267R1   Page 9

9.        Confidentiality.
          ----------------

          Buyer understands that certain commercial and financial
information contained in this Letter Agreement are considered by
Boeing as confidential.  Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity, except as
provided in Letter Agreement 1916-1.


Very truly yours,

THE BOEING COMPANY


By /s/ SCOTT MASSEY
   ----------------

Its Attorney-In-Fact



ACCEPTED AND AGREED TO THIS 17

day of November, 1997


INTERNATIONAL LEASE FINANCE CORPORATION


By /s/ R.G. DUNCAN
   --------------------
   R.G. Duncan

Its Senior Vice President



__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.

<PAGE>
<PAGE>

               [LETTERHEAD TO BOEING COMMERCIAL AIRPLANE GROUP]

6-1162-SSM-482

International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA  90067

Subject:                    * Operator Matters - Model 737, 747, 757,
                            767, 777 Aircraft

Reference:         Purchase Agreement Nos. 1768, 1769, 1770, 1771,
                   1772, 1829, 1830, 1916 (The Purchase Agreements)
                   between the Boeing Company (Boeing) and
                   International Lease Finance Corporation (Buyer)
                   relating to Model 737, 747, 757, 767, 777
                   aircraft (the Aircraft)

        This letter agreement amends the following Purchase
Agreements, as amended, between The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer) relating to
certain aircraft as listed below (the Aircraft).

<TABLE>
<S>    <C>                  <C>                  <C>
       Purchase Agreement   Aircraft Model       Date Executed
       ------------------   --------------       ------------------
          1768               747-400             December 15, 1992
          1769               777-200B            December 15, 1992
          1770               767-300ER           December 15, 1992
          1771               757-200             December 15, 1992
          1772               737-300/-400/-500   December 15, 1992
          1829               737-300/-400/-500   June 27, 1995
          1830               737-600/-700/-800   June 27, 1995
          1916               777-200B            June 24, 1996

</TABLE>

          All terms used and not defined herein shall have the same
meaning as in the Purchase Agreements.

1.        *


__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-SSM-482   Page 2

2.        *

3.        *


__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-SSM-482   Page 3

4.        *


__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.
<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-SSM-482   Page 4

5.        *

6.        Reports.
          --------

          Boeing agrees to provide quarterly reports to Buyer of
the status of *.

7.        Supersedure of Existing Letter Agreements.
          -----------------------------------------

          The following letter agreements are superseded and
replaced in their entirety by this Letter Agreement.

          Letter Agreement No. 6-1162-RLL-470 to PA Nos. 1768,
          1769, 1770, 1771 and 1772
          Letter Agreement No. 6-1162-KRG-1432 to PA No. 1829
          Letter Agreement No. 6-1162-KRG-1447 to PA No. 1830
          Letter Agreement No. 6-1162-JDR-271 to PA No. 1916

8.        Simultaneous Execution of Certain Agreements.
          --------------------------------------------

          Considerations provided to Buyer by Boeing in this letter
agreement are conditioned upon simultaneous execution of this
letter agreement, Aircraft General Terms Agreement AGTA-ILF (the
AGTA), Purchase Agreements 2077, 2078, 2079, 2080, 2081, and
associated letter agreements.


__________
*     Pursuant to 17 CFR 240.24b-2, confidential information has 
been omitted and has been filed separately with the Securities 
and Exchange Commission.<PAGE>
<PAGE>

International Lease Finance Corporation
6-1162-SSM-482   Page 5

9.        Confidentiality.  Buyer understands that certain
commercial and financial information contained in this letter
agreement are considered by Boeing as confidential.  Buyer agrees
that it will treat this letter agreement and the information
contained herein as confidential and will not, without the prior
written consent of Boeing, disclose this letter agreement or any
information contained herein to any other person or entity.



Very truly yours,

THE BOEING COMPANY


By /s/ SCOTT MASSEY
   ----------------


Its Attorney-In-Fact


ACCEPTED AND AGREED TO this


Date:  November 17, 1997

INTERNATIONAL LEASE FINANCE CORPORATION


By  /s/ R.G. DUNCAN
    ----------------
   R.G. Duncan
   Its Senior Vice President