Dated 4th June, 1999





            INTERNATIONAL LEASE FINANCE CORPORATION





                      U.S.$2,000,000,000
                EURO MEDIUM TERM NOTE PROGRAMME









             ____________________________________

                      PROGRAMME AGREEMENT
             ____________________________________











                         ALLEN & OVERY
                            London
                         ICM:334990.6

<PAGE>


                           CONTENTS


Clause                                                       Page

1.   Definitions and Interpretation                            1
2.   Agreements to Issue and Purchase Notes                    4
3.   Conditions of Issue; Updating of Legal Opinions           5
4.   Representations, Warranties and Undertakings              8
5.   Undertakings of the Issuer                               10
6.   Indemnity                                                13
7.   Authority to Distribute Documents                        15
8.   Dealers' Undertakings                                    16
9.   Fees, Expenses and Stamp Duties                          16
10.  Termination of Appointment of Dealers                    16
11.  Appointment of New Dealers                               17
12.  Increase in the Aggregate Nominal Amount of the
     Programme                                                17
13.  Status of the Dealers and the Arranger                   18
14.  Counterparts                                             18
15.  Communications                                           18
16.  Benefit of Agreement                                     18
17.  Calculation Agent                                        19
18.  Stabilisation                                            19
19.  Governing Law                                            19

SCHEDULES                                                     21
A.   Initial Documentation List                               21
B.   Selling Restrictions                                     24
C.   Part I - Form of Dealer Accession Letter - Programme     28
     Part II - Form of Confirmation Letter                    29
     Part III - Form of Dealer Accession Letter - Note Issue  30
     Part IV - Form of Confirmation Letter - Note Issue       31
D.   Letter Regarding Increase in the Nominal Amount of the
     Programme                                                32
E.   Form of Subscription Agreement                           33

Signatories                                                   38

<PAGE>


                     PROGRAMME AGREEMENT

                        in respect of a

                      U.S.$2,000,000,000
                EURO MEDIUM TERM NOTE PROGRAMME



THIS AGREEMENT is made on 4th June, 1999 BETWEEN:

(1)  International Lease Finance Corporation of 1999 Avenue of
     the Stars, 39th Floor, Los Angeles, California 90067 (the
     "Issuer"); and

(2)  Commerzbank of Kaiserplatz 60261, Frankfurt am Main;

(3)  Goldman Sachs International of Peterborough Court, 133
     Fleet Street, London EC4A 2BB;

(4)  Lehman Brothers International (Europe) of One Broadgate,
     London EC2M 7HA;

(5)  Merrill Lynch International of Ropemaker Place, 25
     Ropemaker Street, London EC2Y 9LY;

(6)  Morgan Stanley & Co. International Limited of 25 Cabot
     Square, Canary Wharf, London E14 4QA;

(7)  Salomon Brothers International Limited of Victoria Plaza,
     111 Buckingham Palace Road, London SW1 0SB;

(8)  Societe Generale of Tour Societe Generale, 17, Cours
     Valmy 92987 Paris Le Defense Cedex; and

(9)  UBS AG, acting through its division Warburg Dillon Read
     of 1 Finsbury Avenue, London EC2M 2PP (the "Initial
     Dealers").

IT IS HEREBY AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

(1)  For the purposes of this Agreement, except where the
     context requires otherwise:

     "Agency Agreement" means the agreement of even date
     herewith between the Issuer, the Agent and the other
     Paying Agents referred to therein under which, amongst
     other things, the Agent is appointed as issuing agent,
     principal paying agent and agent bank for the purposes of
     the Programme;

     "Agent" means Citibank, N.A. as Agent under the Agency
     Agreement and any successor agent appointed in accordance
     with the Agency Agreement;

     "Agreement Date" means, in respect of any Note, the date
     on which agreement is reached for the issue of such Note
     as contemplated in clause 2 which, in the case of Notes
     issued on a syndicated basis or otherwise in relation to
     which a Subscription Agreement is entered into,

<PAGE>


     shall be the date upon which the relevant Subscription
     Agreement is signed by or on behalf of all the parties
     thereto;

     "Agreements" means each of this Programme Agreement and
     the Agency Agreement;

     "Arranger" means Lehman Brothers International (Europe)
     or any entity appointed from time to time as the arranger
     for the Programme;

     "Confirmation Letter" means:

     (a)  in respect of the appointment of a third party as a
          Dealer for the duration of the Programme, the
          Confirmation Letter substantially in the form set
          out in Part II of Appendix C hereto; and

     (b)  in respect of the appointment of a third party as a
          Dealer for one or more particular issues of Notes
          under the Programme, the Confirmation Letter
          substantially in the form set out in Part IV of
          Appendix C hereto;

     "Dealer" means each of the Initial Dealers and any New
     Dealer and excludes any entity whose appointment has been
     terminated pursuant to clause 10, and references in this
     Agreement to the "relevant Dealer" shall, in relation to
     any Note, be references to the Dealer or Dealers with
     whom the Issuer has agreed the issue and purchase of such
     Note;

     "Dealer Accession Letter" means:

     (a)  in respect of the appointment of a third party as a
          Dealer for the duration of the Programme, the Dealer
          Accession Letter substantially in the form set out
          in Part I of Appendix C hereto; and

     (b)  in respect of the appointment of a third party as a
          Dealer for one or more particular issues of Notes
          under the Programme, the Dealer Accession Letter
          substantially in the form set out in Part III of
          Appendix C hereto;

     "Dealer Indemnified Person" means each Dealer, its
     affiliates and each person who controls such Dealer
     (within the meaning of section 15 of the Securities Act
     or section 20 of the Exchange Act) and each of their
     directors, officers, employees and agents;

     "Duff & Phelps" means Duff & Phelps Credit Rating Co.;

     "Exchange Act" means the United States Securities
     Exchange Act of 1934, as amended;

     "FSA" means the Financial Services Act 1986;

     "Initial Documentation List" means the lists of documents
     sets out in Appendix A to this Agreement;

     "Lead Manager" means, in relation to any Tranche of
     Notes, the person named as the Lead Manager in the
     applicable Subscription Agreement;

<PAGE>


     "Listing Agent" means, in relation to any Notes which
     are, or are to be, listed on a Stock Exchange, such
     listing agent as the Issuer may from time to time appoint
     for the purposes of liaising with such Stock Exchange;

     "Moody's" means Moody's Investors Service Limited;

     "New Dealer" means any entity appointed as an additional
     Dealer in accordance with clause 11;

     "Note" means a note issued or to be issued by the Issuer
     pursuant to this Agreement, which Note may be represented
     by a Global Note or be in definitive form including any
     receipts, coupons or talons relating thereto;

     "Offering Circular" means the Offering Circular relating
     to the Notes prepared in connection with the Programme
     and the Offering Circular Addendum, each as revised,
     supplemented or amended from time to time by the Issuer
     in accordance with clause 5(2) including, in relation to
     each Tranche of Notes, the applicable Pricing Supplement
     and such other documents as are from time to time
     incorporated therein by reference except that for the
     purpose of clause 4(1) and 4(2) in respect of the
     Agreement Date and the Issue Date, the Offering Circular
     means the Offering Circular as at the Agreement Date but
     not including any subsequent revision, supplement or
     amendment thereto or incorporation of information
     therein;

     "Paris Listed Notes" means Notes listed on the Paris
     Bourse;

     "Pricing Supplement" means the pricing supplement issued
     in relation to each Tranche of Notes (substantially in
     the form of Annexe C to the Procedures Memorandum) as a
     supplement to the Offering Circular and giving details of
     that Tranche;

     "Procedures Memorandum" means the Operating and
     Administrative Procedures Memorandum as amended or varied
     from time to time (in respect of any Tranche) by
     agreement between the Issuer and the relevant Dealer or
     Lead Manager with the approval in writing of the Agent;

     "Programme" means the Euro Medium Term Note Programme
     that is the subject of this Agreement;

     "Securities Act" means the United States Securities Act
     of 1933, as amended;

     "Sicovam" means Sicovam SA and the Intermediaires
     financiers habilites authorised to maintain accounts
     therein;

     "Standard & Poor's" means Standard & Poor's Rating
     Services, a division of the McGraw Hill Companies Inc.;

     "Stock Exchange" means the Luxembourg Stock Exchange, the
     Paris Bourse or any other stock exchange(s) on which any
     Notes may from time to time be listed, and references in
     this Agreement to the "relevant Stock Exchange" shall, in
     relation to any Notes, be references to the stock
     exchange or stock exchanges on which such Notes are from
     time to time, or are intended to be, listed; and

<PAGE>


     "Subscription Agreement" means an agreement (by whatever
     name called) in or substantially in the form set out in
     Appendix E hereto or in such other form as may be agreed
     between the Issuer and the Lead Manager which agreement
     shall be supplemental to this Agreement.

(2)  Terms and expressions defined in the Agency Agreement,
     the Conditions and/or the applicable Pricing Supplement
     and not otherwise defined in this Agreement shall have
     the same meanings in this Agreement, except where the
     context otherwise requires.

(3)  In this Agreement, clause headings are inserted for
     convenience and ease of reference only and shall not
     affect the interpretation of this Agreement.

(4)  All references in this Agreement to the provisions of any
     statute shall be deemed to be references to that statute
     as from time to time modified, extended, amended or re-
     enacted.

(5)  All references in this Agreement to an agreement,
     instrument or other document (including this Agreement,
     the Agency Agreement, any Series of Notes and any
     Conditions appertaining thereto) shall be construed as a
     reference to that agreement, instrument or document as
     the same may be amended, modified, varied, supplemented,
     replaced or novated from time to time including, but
     without prejudice to the generality of the foregoing,
     this Agreement as supplemented by any Subscription
     Agreement.

(6)  Words denoting the singular number only shall include the
     plural number also and vice versa; words denoting the
     masculine gender only shall include the feminine gender
     also; and words denoting persons only shall include firms
     and corporations and vice versa.

(7)  All references in this Agreement to Euroclear and/or
     Cedelbank shall, wherever the context so permits, be
     deemed to include reference to any additional or
     alternative clearing system (including, in the case of
     Paris Listed Notes, Sicovam) approved by the Issuer and
     the Agent.
<PAGE>


2.   AGREEMENTS TO ISSUE AND PURCHASE NOTES

(1)  Subject to the terms and conditions of this Agreement,
     the Issuer may from time to time agree with any Dealer to
     issue, and any Dealer may agree to purchase, Notes.

(2)  Unless otherwise agreed between the parties, on each
     occasion upon which the Issuer and any Dealer agree on
     the terms of the issue by the Issuer and purchase by such
     Dealer of one or more Notes:

     (a)  the Issuer shall cause such Notes which shall be
          initially represented by a Temporary Global Note to
          be issued and delivered to a common depositary for
          Euroclear and Cedelbank;

     (b)  the securities account of the relevant Dealer with
          Euroclear and/or Cedelbank (as specified by the
          relevant Dealer) will be credited with such Notes on
          the agreed Issue Date, as described in the
          Procedures Memorandum; and

     (c)  the relevant Dealer or, as the case may be, the Lead
          Manager shall, subject to such Notes being so
          credited, cause the net purchase moneys for such
          Notes to be paid in the relevant currency by
          transfer of funds to the designated account of the
          Agent or (in the case of syndicated issues) the
          designated account of the Issuer with Euroclear

<PAGE>


          and/or Cedelbank so that such payment is credited to
          such account for value on such Issue Date, as
          described in the Procedures Memorandum.

(3)  Unless otherwise agreed between the Issuer and the
     relevant Dealer, where more than one Dealer has agreed
     with the Issuer to purchase a particular Tranche of Notes
     pursuant to this clause, the obligations of such Dealers
     so to purchase the Notes shall be joint and several.

(4)  Where the Issuer agrees with two or more Dealers to
     issue, and such Dealers agree to purchase, Notes on a
     syndicated basis, the Issuer shall enter into a
     Subscription Agreement with such Dealers. The Issuer may
     also enter into a Subscription Agreement with one Dealer
     only.  For the avoidance of doubt, the Agreement Date in
     respect of such issue shall be the date on which the
     Subscription Agreement is signed on behalf of all parties
     thereto.

(5)  The procedures which the parties intend should apply for
     the purposes of issues not to be subscribed pursuant to a
     Subscription Agreement are set out in Annexe A, Part 1 of
     the Procedures Memorandum.  The procedures which the
     parties intend should apply for the purposes of  issues
     to be subscribed pursuant to a Subscription Agreement are
     set out in Annexe A, Part 2 of the Procedures Memorandum.

(6)  Each of the Issuer and the Dealers acknowledges that any
     issue of Notes denominated in a currency in respect of
     which particular laws, guidelines, regulations,
     restrictions or reporting requirements apply may only be
     issued in circumstances which comply with such laws,
     guidelines, regulations, restrictions or reporting
     requirements from time to time.

3.   CONDITIONS OF ISSUE; UPDATING OF LEGAL OPINIONS

(1)  First issue

     Before the Issuer reaches its first agreement with any
     Dealer for the issue and purchase of Notes, each Dealer
     shall have received, and found satisfactory (in its
     reasonable opinion), all of the documents and
     confirmations described in Part I of the Initial
     Documentation List.  Any Dealer must notify the Arranger
     and the Issuer within three London business days of
     receipt of the documents and confirmations described in
     Part 1 of the Initial Documentation List if it considers
     any such document or confirmation to be unsatisfactory in
     its reasonable opinion and, in the absence of such
     notification, such Dealer shall be deemed to consider
     such documents and confirmations to be satisfactory and
     such further conditions precedent to be satisfied.

(2)  Each issue

     The obligations of a Dealer under any agreement for the
     issue and purchase of Notes made pursuant to clause 2 are
     conditional upon:

     (a)  there having been, as at the proposed Issue Date, no
          material adverse change from that set forth in the
          Offering Circular as at the relevant Agreement Date
          in the condition (financial or otherwise), business,
          prospects or results of operations of the Issuer and
          its subsidiaries considered as a whole, nor the
          occurrence of any event making untrue or incorrect
          to an extent which is material as aforesaid any of
          the warranties contained in clause 4;

<PAGE>


     (b)  there being no outstanding material breach of any of
          the obligations of the Issuer under this Agreement,
          the Agency Agreement or any Notes which has not been
          expressly waived by the relevant Dealer on or prior
          to the proposed Issue Date;

     (c)  subject to clause 12, the aggregate nominal amount
          (or, in the case of Notes denominated in a currency
          other than U.S. dollars, the U.S. dollar equivalent
          (determined as provided in subclause (5)) of the
          aggregate nominal amount) of the Notes to be issued,
          when added to the aggregate nominal amount (or, in
          the case of Notes denominated in a currency other
          than U.S. dollars, the U.S. dollar equivalent
          (determined as aforesaid) of the aggregate nominal
          amount) of all Notes outstanding (as defined in the
          Agency Agreement) on the proposed Issue Date
          (excluding for this purpose Notes due to be redeemed
          on such Issue Date) not exceeding
          U.S.$2,000,000,000;

     (d)  in the case of Notes which are intended to be
          listed, the relevant Stock Exchange having agreed to
          list such Notes, subject only to the issue of the
          relevant Notes;

     (e)  no meeting of the holders of Notes (or any of them)
          having been duly convened but not yet held or, if
          held but adjourned, the adjourned meeting having not
          been held;

     (f)  there having been, between the Agreement Date and
          the Issue Date for such Notes, in the opinion of the
          relevant Dealer after consultation with the Issuer
          if practicable, no such change in national or
          international financial, political or economic
          conditions or currency exchange rates or exchange
          controls as would, in the opinion of the relevant
          Dealer, be likely to prejudice materially the sale
          by such Dealer of the Notes proposed to be issued;

     (g)  there being in full force and effect all
          governmental or regulatory resolutions, approvals or
          consents required for the Issuer to issue the Notes
          on the proposed Issue Date and for the Issuer to
          fulfil its obligations under such Notes and the
          Issuer having delivered to the relevant Dealer (and,
          to the extent not previously delivered, to the
          Arranger) certified copies of such resolutions,
          approvals or consents and, where applicable,
          certified English translations thereof;

     (h)  there having been, between the Agreement Date and
          the Issue Date, no downgrading in the rating of any
          of the Issuer's debt by Standard & Poor's, Moody's
          or Duff & Phelps or the placing on "Creditwatch"
          with negative implications or similar publication of
          formal review by the relevant rating agency;

     (i)  the forms of the Pricing Supplement, the applicable
          Global Notes, Notes in definitive form and Receipts,
          Coupons or Talons (each as applicable) in relation
          to the relevant Tranche and the relevant settlement
          procedures having been agreed by the Issuer, the
          relevant Dealer and the Agent;

     (j)  the relevant currency being accepted for settlement
          by Euroclear and Cedelbank;

     (k)  the delivery to the common depositary of the
          Temporary Global Note and/or the Permanent Global
          Note representing the relevant Notes as provided in
          the Agency Agreement;

<PAGE>


     (l)  any calculations or determinations which are
          required by the relevant Conditions to have been
          made prior to the Issue Date having been duly made;
          and

     (m)  in the case of Notes which are intended to be listed
          on the Paris Bourse, the registration numbers for
          the Programme and the visa number for the relevant
          issue of Notes having been obtained, the consent to
          such listing having been received from the
          PARISBOURSE SBF SA and the required notice legale
          having been published in the Bulletin des Annonces
          Legales Obligatoires.

     In the event that any of the foregoing conditions is not
     satisfied, the relevant Dealer shall be entitled (but not
     bound) by notice to the Issuer to be released and
     discharged from its obligations under the agreement
     reached under clause 2.

(3)  Waiver

     Subject to the discretion of the Lead Manager as provided
     in a Subscription Agreement, any Dealer, on behalf of
     itself only, may by notice in writing to the Issuer waive
     any of the conditions precedent contained in
     subclause (2) (save for the condition precedent contained
     in subclause (2)(c)) in so far as they relate to an issue
     of Notes to that Dealer.

(4)  Updating of legal opinions

     Before the first issue of Notes occurring after each
     anniversary of the date of this Agreement, the Issuer
     will procure that further legal opinions, in
     substantially the respective forms and with substantially
     the content as the legal opinions delivered pursuant to
     the Initial Documentation List, are delivered, at the
     expense of the Issuer, to the Dealers from legal advisers
     (reasonably acceptable to the Dealers) as to New York
     law, California law, United States federal securities law
     and English law.

     In addition, on such other occasions as a Dealer so
     requests the Issuer (on the basis of reasonable grounds),
     the Issuer will procure that a further legal opinion or
     further legal opinions, as the case may be, in such form
     and with such content as the Dealers may reasonably
     require, is or are delivered, at the expense of the
     Issuer to the Dealers from legal advisers (approved by
     the Dealers) as to New York law, California law, United
     States federal securities law and/or English law, as the
     case may be.  If at or prior to the time of any agreement
     to issue and purchase Notes under clause 2, such a
     request is made with respect to the Notes to be issued,
     the receipt of the relevant opinion or opinions by the
     relevant Dealer in a form satisfactory to the relevant
     Dealer shall be a further condition precedent to the
     issue of those Notes to that Dealer.

(5)  Determination of amounts outstanding

     For the purposes of subclause (2)(c):

     (a)  the U.S. dollar equivalent of Notes denominated in
          another Specified Currency shall be determined, at
          the discretion of the Issuer, either as of the
          Agreement Date for such Notes or on the preceding
          day on which commercial banks and foreign exchange
          markets are open for business in London, in each
          case on the basis of the spot rate for the sale of
          the U.S. dollar against the purchase of such
          Specified Currency in the London foreign exchange
          market quoted by any leading international bank
          selected by the Issuer on the relevant day of
          calculation;

<PAGE>


     (b)  the U.S. dollar equivalent of Dual Currency Notes,
          Index Linked Notes and Partly Paid Notes shall be
          calculated in the manner specified above by
          reference to the original nominal amount on issue of
          such Notes (in the case of Partly Paid Notes
          regardless of the amount of the subscription price
          paid); and

     (c)  the U.S. dollar equivalent of Zero Coupon Notes and
          other Notes issued at a discount or a premium shall
          be calculated in the manner specified above by
          reference to the net proceeds received by the Issuer
          for the relevant issue.

4.   REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

(1)  As at the date of this Agreement, the Issuer hereby
     represents, warrants and undertakes to the Dealers and
     each of them as follows:

     (a)  that (i) the latest audited annual financial
          statements of the Issuer and its subsidiaries
          included in the Issuer's annual report on Form 10-K
          most recently filed with the United States
          Securities and Exchange Commission (the
          "Commission") (the "Form 10-K"), and incorporated by
          reference in the Offering Circular, present fairly
          the consolidated financial position of the Issuer
          and its subsidiaries as of the dates indicated and
          the results of their operations for the periods
          specified and except as otherwise stated in the Form
          10-K, such financial statements have been prepared
          in conformity with United States generally accepted
          accounting principles applied on a consistent basis,
          and (ii) except as disclosed in the Offering
          Circular, since the date of such latest audited
          annual financial statements neither the Issuer nor
          any of its subsidiaries has incurred any material
          liabilities or obligations, direct or contingent,
          nor entered into any material transactions not in
          the ordinary course of business and there has not
          been any material adverse change in the condition
          (financial or otherwise), business, prospects or
          results of operations of the Issuer and its
          subsidiaries considered as a whole;

     (b)  that the Offering Circular does not contain an
          untrue statement of material fact or omit to state a
          material fact that is necessary in order to make the
          statements made in the Offering Circular, in the
          light of the circumstances under which they were
          made, not misleading and there is no other fact or
          matter omitted from the Offering Circular which was
          or is necessary to enable investors and their
          professional advisers to make an informed assessment
          of the assets and liabilities, financial position,
          profits and losses and prospects of the Issuer and
          of the rights attaching to the Notes;

     (c)  that the Issuer has been duly incorporated and
          is validly existing in good standing under
          California law with full corporate power and
          authority to own, lease and operate its properties
          and conduct its business as described in the
          Offering Circular and to execute and perform its
          obligations under the Agreements and is duly
          qualified to conduct business as a foreign
          corporation in each jurisdiction in which such
          qualification is required, except where the failure
          to be so qualified would not have a material adverse
          effect on the condition (financial or otherwise),
          business, prospects or results of operations of the
          Issuer and its subsidiaries considered as a whole;

     (d)  that the issue of Notes and the execution and
          delivery of the Agreements by the Issuer have been
          duly authorised by all corporate action on the part
          of the Issuer and,

<PAGE>


          in the case of Notes, upon due execution, issue and
          delivery in accordance with the Agency Agreement,
          will constitute, and, in the case of the Agreements
          constitute, legal, valid and binding obligations
          of the Issuer enforceable in accordance with their
          respective terms subject to bankruptcy, insolvency,
          reorganisation and other laws of general applicability
          relating to or affecting creditors' rights and to
          general equity principles;

     (e)  that the execution and delivery of the Agreements,
          the issue, offering and distribution of Notes and
          the performance of the terms of any Notes and the
          Agreements will not infringe any law, regulation,
          order, rule, decree or statute applicable to the
          Issuer or to which its property may be subject and
          are not contrary to the provisions of the
          constitutional documents of the Issuer and will not
          result in any breach of the terms of, or constitute
          a default under, any instrument, agreement or order
          to which the Issuer is a party or by which the
          Issuer or its property is bound;

     (f)  that no Event of Default or event which with the
          giving of notice or lapse of time or other condition
          would constitute an Event of Default is subsisting
          in relation to any outstanding Note and no event has
          occurred which would constitute (after an issue of
          Notes) an Event of Default thereunder or which with
          the giving of notice or lapse of time or other
          condition would (after an issue of Notes) constitute
          such an Event of Default;

     (g)  that the Issuer (i) is not engaged (whether as
          defendant or otherwise) in, nor has the Issuer
          knowledge of the existence of, or any threat of, any
          legal, arbitration, administrative or other
          proceedings the result of which is reasonably
          expected to result in claims or amounts which would
          be material in the context of the Programme and/or
          the issue and offering of Notes thereunder or which
          would reasonably be expected to have or have had a
          material adverse effect on the consolidated or
          unconsolidated financial condition, results of
          operations or business of the Issuer and (ii) has
          not taken any action nor, to the best of its
          knowledge have any steps been taken or legal
          proceedings commenced for the winding up or
          dissolution of the Issuer;

     (h)  that no consent, approval, authorisation, order,
          filing, registration or qualification of or with any
          court or governmental authority is required and no
          other action or thing (including, without
          limitation, the payment of any stamp or other
          similar tax or duty) is required to be taken,
          fulfilled or done by the Issuer for or in connection
          with (i) the execution, issue and offering of Notes
          under the Programme and compliance by the Issuer
          with the terms of any Notes issued under the
          Programme or (ii) the execution and delivery of, and
          compliance with the terms of, the Agreements;

     (i)  that all corporate approvals and authorisations
          required by the Issuer for or in connection with (i)
          the execution, issue and offering of Notes under the
          Programme and compliance by the Issuer with the
          terms of any Notes issued under the Programme and
          (ii) the execution and delivery of, and compliance
          with the terms of, the Agreements  have been
          obtained and are in full force and effect;

     (j)  that none of the Issuer, its affiliates and any
          persons acting on any of their behalf, has engaged
          or will engage in any directed selling efforts (as
          defined in Rule 902(c) under the Securities Act)
          with respect to the Notes;

<PAGE>


     (k)  that the Issuer, its affiliates, and each person
          acting on any of their behalf have complied and will
          comply with the offering restrictions requirement of
          Regulation S under the Securities Act;

     (l)  that the Issuer is a reporting issuer (within the
          meaning of Regulation S under the Securities Act);

     (m)  that since December 31, 1997 the Issuer has filed
          all reports and all proxy or information statements
          required to be filed with the Commission pursuant to
          Sections 13, 14 or 15(d) or the Exchange Act (the
          "Exchange Filed Information").  Each such report and
          statement filed by the Issuer and incorporated by
          reference in the Offering Circular, when so filed,
          contained all material statements required to be
          included therein by, and conformed in all material
          respects to and was filed in compliance with, the
          requirements of the Exchange Act and the rules and
          regulations thereunder; and

     (n)  that the Issuer is not now and, as a result of the
          issue of any Notes, will not be an "investment
          company" as defined in the United States Investment
          Company Act of 1940, as amended.

(2)  With regard to each issue of Notes, the Issuer shall be
     deemed to repeat the representations, warranties and
     agreements contained in subclause (1) as at the Agreement
     Date for such Notes (any agreement on such Agreement Date
     being deemed to have been made on the basis of, and in
     reliance on, such representations, warranties and
     agreements) and as at the Issue Date of such Notes.

(3)  The Issuer shall be deemed to repeat the representations,
     warranties and agreements contained in subclause (1) on
     each date on which the Offering Circular is revised,
     supplemented or amended and on each date on which the
     aggregate nominal amount of the Programme is increased in
     accordance with clause 12.

(4)  The representations, warranties and agreements contained
     in this clause shall continue in full force and effect
     notwithstanding the actual or constructive knowledge of
     any Dealer with respect to any of the matters referred to
     in the representations and warranties set out above, any
     investigation by or on behalf of the Dealers or
     completion of the subscription and issue of any Notes.

5.   UNDERTAKINGS OF THE ISSUER

(1)  Notification of material developments

(a)  The Issuer shall promptly after becoming aware of the
     occurrence thereof notify each Dealer of (A) any Event of
     Default or any condition, event or act which would after
     an issue of Notes (or would with the giving of notice
     and/or the lapse of time) constitute an Event of Default
     or (B) any material breach of the representations and
     warranties or undertakings contained in the Agreements.

(b)  If, following the Agreement Date and before the Issue
     Date of the relevant Notes, the Issuer becomes aware that
     any of the conditions specified in clause 3(2) will not
     be satisfied in relation to that issue, the Issuer shall
     forthwith notify the relevant Dealer to this effect
     giving full details thereof.  In such circumstances, the
     relevant Dealer shall be entitled (but not

<PAGE>


     bound) by notice to the Issuer to be released and
     discharged from its obligations under the agreement
     reached under clause 2.

(c)  Without prejudice to the generality of the foregoing, the
     Issuer shall from time to time promptly furnish to each
     Dealer such information relating to the Issuer as such
     Dealer may reasonably request.

(2)  Updating of Offering Circular

(a)  On or before each anniversary of the date of this
     Agreement, the Issuer shall update or amend the Offering
     Circular (following consultation with the Arranger who
     will consult with the Dealers) by the publication of a
     supplement thereto or a new Offering Circular, in a form
     approved by the Dealers.

(b)  In the event of a change in the condition of the Issuer
     which is material in the context of the Programme or the
     issue of any Notes or if the Offering Circular shall
     otherwise come to contain an untrue statement of a
     material fact or omit to state a material fact necessary
     to make the statements contained therein not misleading
     or if it is necessary at any time to amend the Offering
     Circular to comply with, or reflect changes in, any
     applicable laws or regulations the Issuer shall update or
     amend the Offering Circular (following consultation with
     the Arranger who will consult with the Dealers) by the
     publication of a supplement thereto or a new Offering
     Circular in a form approved by the Dealers.

(c)  The Offering Circular shall, as specified therein, be
     deemed to incorporate by reference therein the Exchange
     Filed Information.  Upon the publication of a revision,
     supplement or amendment to the Offering Circular
     ("Revision"), the Issuer shall promptly supply to each
     Dealer and the Agent such number of copies of such
     Revision as each Dealer or the Agent (as the case may be)
     may reasonably request.  Until a Dealer receives a
     Revision, the definition of "Offering Circular" in
     clause 1(1) shall, in relation to such Dealer, mean the
     Offering Circular prior to the receipt by such Dealer of
     such Revision.

(d)  If the terms of the Programme are modified or amended in
     a manner which would make the Offering Circular
     inaccurate or misleading, a new Offering Circular will be
     prepared in a form approved by the Dealers.

(3)  Listing

     The Issuer shall cause an initial application to be made
     for Notes issued under the Programme to be listed on the
     Luxembourg Stock Exchange.

     It is envisaged that certain issues of Notes may be
     listed on the Paris Bourse.  In connection with such
     application in respect of any Series of Notes which is
     intended to be so listed, the Issuer shall endeavour to
     obtain the listing as promptly as practicable and the
     Issuer shall furnish or procure to be furnished any and
     all documents, instruments, information and undertakings
     that may be necessary or advisable in order to obtain and
     maintain (whilst such Notes are outstanding) such
     listing.  The Issuer shall, if and for so long as any
     Notes are listed on the Paris Bourse, notify the
     Commission des Operations de Bourse of any material
     change in its business or financial condition and will
     publish details thereof if so required by the Commission
     des Operations de Bourse.  The initial Offering Circular
     has  been granted the registration number of the
     Commission des Operations de Bourse.

<PAGE>


     If in relation to any issue of Notes, it is agreed
     between the Issuer and the relevant Dealer or the Lead
     Manager, as the case may be, to list such Notes on a
     Stock Exchange, the Issuer undertakes to use its best
     endeavours to obtain and maintain the listing of such
     Notes on such Stock Exchange. If any Notes cease to be
     listed on the relevant Stock Exchange, the Issuer shall
     use its best endeavours promptly to list such Notes on a
     stock exchange to be agreed between the Issuer and the
     relevant Dealer or, as the case may be, the Lead
     Manager.

     The Issuer shall comply with the rules of each relevant
     Stock Exchange and shall otherwise comply with any
     undertakings given by it from time to time to the
     relevant Stock Exchange in connection with any Notes
     listed on such Stock Exchange or the listing thereof and,
     without prejudice to the generality of the foregoing,
     shall furnish or procure to be furnished to the relevant
     Stock Exchange all such information as the relevant Stock
     Exchange may require in connection with the listing on
     such Stock Exchange of any Notes.

(4)  The Agency Agreement

     The Issuer undertakes that it will not, except with the
     consent of the Dealers, appoint a different Agent under
     the Agency Agreement and that it will promptly notify
     each of the Dealers of any amendment to the Agency
     Agreement.

(5)  Lawful compliance

     The Issuer will at all times endeavour to ensure that all
     necessary action is taken and all necessary conditions
     are fulfilled (including, without limitation, the
     obtaining and, where relevant, maintenance in full force
     and effect of all necessary permissions, consents or
     approvals of all relevant governmental authorities) so
     that it may lawfully comply with its obligations under
     all Notes, the Agreements and, further, so that it may
     comply with any applicable laws, regulations and guidance
     from time to time promulgated by any governmental and
     regulatory authorities relevant in the context of the
     issue of Notes.

     The Issuer agrees to comply with the restrictions set out
     in paragraph 5 of Appendix B hereto.

(6)  Authorised representative

     The Issuer will notify the Dealers immediately in writing
     if any of the persons named in the list referred to in
     paragraph 3 of Part I of the Initial Documentation List
     ceases to be authorised to take action on its behalf or
     if any additional person becomes so authorised together,
     in the case of an additional authorised person, with
     evidence satisfactory to the Dealers that such person has
     been so authorised.

(7)  Auditors' comfort letters

     The Issuer will (i) at the time of the preparation of the
     initial Offering Circular, (ii) thereafter upon each
     occasion when the same may be revised, supplemented or
     amended, whether by means of information incorporated by
     reference or otherwise, (insofar as such revision,
     supplement, amendment or update concerns or contains
     financial information about the Issuer) and (iii) at
     other times whenever so requested by a Dealer (on the
     basis of reasonable grounds) deliver, at the expense of
     the Issuer to the Dealers a comfort letter or comfort
     letters from independent auditors of the Issuer in
     substantially the form and with such content as is
     consistent with the comfort letter or comfort letters
     delivered pursuant to the Initial Documentation List
     provided that no such letter or letters will be delivered

<PAGE>


     (ii) above if the only revision, supplement or amendment
     concerned is the publication or issue of any audited
     financial statements of the Issuer.

     If at or prior to the time of any agreement to issue and
     purchase Notes under clause 2 such a request is made with
     respect to the Notes to be issued, the receipt of the
     relevant comfort letter or letters in a form satisfactory
     to the relevant Dealer shall be a further condition
     precedent to the issue of those Notes to that Dealer.

(8)  No other issues

     During the period commencing on an Agreement Date and
     ending on the Issue Date with respect to any Notes which
     are to be listed, the Issuer will not, without the prior
     consent of the relevant Dealer or, as the case may be,
     the Lead Manager, issue or agree to issue any other
     listed notes, bonds or other debt securities of
     whatsoever nature (other than Notes to be issued to the
     same Dealer) where such notes, bonds or other debt
     securities would have the same maturity and currency as
     the Notes to be issued on the relevant Issue Date.

(9)  Information on Noteholders' meetings

     The Issuer will, at the same time as it is despatched,
     furnish the Dealers with a copy of every notice of a
     meeting of the holders of the Notes (or any of them)
     which is despatched at the instigation of the Issuer and
     will notify the Dealers immediately upon its becoming
     aware that a meeting of the holders of the Notes (or any
     of them) has otherwise been convened.

(10) Ratings

     The Issuer undertakes promptly to notify the Dealers of
     any change in the ratings given by Moody's and/or
     Standard & Poor's and/or Duff & Phelps of the Issuer's
     debt or upon it becoming aware that such ratings are
     listed on "Creditwatch" or other similar publication of
     formal review by the relevant rating agency.

6.   INDEMNITY

(1)  Without prejudice to the other rights or remedies of the
     Dealers, the Issuer undertakes with the Dealers and each
     of them that it will hold each Dealer Indemnified Person
     indemnified against any and all loss, liability, claim,
     action, damage or expense which that Dealer Indemnified
     Person may incur or which may be made against it as a
     result of or in relation to:

     (a)  any actual or alleged breach of the representations,
          warranties and undertakings contained in, or made or
          deemed to be made by the Issuer pursuant to, this
          Agreement; or

     (b)  any untrue or misleading (or allegedly untrue or
          misleading) statement in, or any omission (or
          alleged omission) from, the Offering Circular; or

     (c)  any untrue or misleading (or allegedly untrue or
          misleading) statement in any additional written
          information provided by the Issuer to the Dealers
          pursuant to clause 7 below,

     and such indemnity shall extend to include all costs,
     charges and expenses which that Dealer Indemnified Person
     may pay or incur in disputing or defending any claim or
     action in respect of which indemnity may be sought
     against the Issuer under this clause; provided, however

<PAGE>


     that this indemnity shall not apply to any Dealer in
     respect of any loss, liability, claim, action, damage or
     expense to the extent arising out of, or based upon, any
     untrue or misleading (or allegedly untrue or misleading)
     statement in, or any omission (or alleged omission) from,
     the Offering Circular in reliance upon and in conformity
     with written information furnished to the Issuer by or on
     behalf of such Dealer expressly for use in the Offering Circular.

(2)  Each Dealer severally agrees to indemnify and hold
     harmless the Issuer, its directors, officers, employees
     and agents and each person, if any, who controls the
     Issuer within the meaning of section 15 of the Securities
     Act against any and all loss, liability, claim, action,
     damage and expense with respect to any untrue or
     misleading statements or omissions, or alleged untrue
     statements or omissions, made in the Offering Circular in
     reliance upon and in conformity with written information
     furnished to the Issuer by or on behalf of such Dealer
     expressly for use in the Offering Circular and such
     indemnity shall extend to include all costs, charges and
     expenses which the Issuer, its directors, officers,
     employees and agents and each person, if any, who
     controls the Issuer may pay or incur in disputing or
     defending any claim or action in respect of which
     indemnity may be sought against such Dealer under this
     clause.  As at the date hereof, the parties hereto agree
     that the only information supplied by a Dealer for use in
     the Offering Circular as aforesaid is such Dealer's legal
     and business name as appearing therein.

(3)  Each indemnified party shall give prompt notice to each
     indemnifying party of any action commenced against it in
     respect of which indemnity may be sought hereunder but
     failure to so notify an indemnifying party shall not
     relieve it from any liability which it may have otherwise
     than on account of this indemnity agreement.  In case any
     such action shall be brought against an indemnified
     party, the indemnifying party shall be entitled to
     participate therein and, to the extent that it wishes, to
     assume the defence thereof with counsel reasonably
     satisfactory to the indemnified party.  After notice from
     the indemnifying party of its election to assume the
     defence of such claim or action, the indemnifying party
     shall not be liable to the indemnified party under this
     clause 6 for any legal or other expenses subsequently
     incurred by the indemnified party in connection with the
     defence thereof; provided, however, that any indemnified
     party shall have the right to employ separate counsel in
     any such action and to participate in the defence
     thereof, but the fees and expenses of such counsel shall
     be at the expense of such indemnified party unless the
     named parties to any such action shall include both such
     indemnified party and the indemnifying party and such
     indemnified party shall have been advised by counsel that
     there may be one or more legal defences available to it
     which are different from or in addition to those
     available to the indemnifying party and in the reasonable
     judgment of such counsel it is advisable for such
     indemnified party to employ separate counsel. In no event
     shall the indemnifying parties be liable for the fees and
     expenses of more than one counsel (other than local
     counsel) for all indemnified parties in connection with
     any one action or separate but similar or related actions
     in the same jurisdiction arising out of the same general
     allegations or circumstances.  The indemnifying party
     shall not be liable for any settlement of any proceeding
     effected without its written consent, but if settled with
     such consent or if there be a final judgment for the
     plaintiff, the indemnifying party agrees to indemnify the
     indemnified party to the extent set forth in subclause
     (1) or (2) hereof, as applicable, from and against any
     loss or liability by reason of such settlement or
     judgement.  No indemnifying party shall, without the
     prior written consent of the indemnified party, effect
     any settlement of any pending or threatened proceeding in
     respect of which any indemnified party is or could have
     been a party and indemnity could have been sought
     hereunder by such indemnified party, unless such
     settlement includes an unconditional release of such
     indemnified party from all liability on claims that are
     the subject matter of such proceeding.
<PAGE>


(4)  If the indemnification provided for in this clause 6
     shall for any reason be unavailable to an indemnified
     party under clause 6(1) or clause 6(2) hereof in respect
     of any loss, liability, claim, action or damage referred
     to therein, then each indemnifying party shall, in lieu
     of indemnifying such indemnified party, contribute to the
     amount paid or payable by such indemnified party as a
     result of such loss, liability, claim, action or damage,
     (i) in such proportion as shall be appropriate to reflect
     the relative benefits received by the Issuer, on the
     other hand, and the Dealer whose claim is subject to
     contribution, on the other, from the offering of the
     relevant Notes or (ii) if the allocation provided by
     clause (i) above is not permitted by applicable law, in
     such proportion as is appropriate to reflect not only the
     relative benefits referred to in clause (i) above but
     also the relative fault of the Issuer, on the one hand,
     and such Dealer, on the other, with respect to the breach
     of representations, warranties or undertakings or
     statements or omissions which resulted in such loss,
     claim, damage or liability, or action in respect thereof,
     as well as any other relevant equitable considerations.
     The relative benefits received by the Issuer, on the one
     hand, and the Dealers, on the other, with respect to such
     offering shall be deemed to be in the same proportion as
     the total net proceeds from the offering of the relevant
     Notes (before deducting expenses) received by the Issuer
     bear to the total discounts and commissions received by
     any Dealer with respect to such offering.  Where
     relevant, the relative fault shall be determined by
     reference to whether the untrue or alleged untrue
     statement of a material fact or omission or alleged
     omission to state a material fact relates to information
     supplied by the Issuer or any Dealer, the intent of the
     parties and their relative knowledge, access to
     information and opportunity to correct or prevent such
     statement or omission.  The Issuer and the Dealers agree
     that it would not be just and equitable if contributions
     pursuant to this clause 6(4) were to be determined by pro
     rata allocation (even if the Dealers were treated as one
     entity for such purpose) or by any other method of
     allocation which does not take into account the equitable
     considerations referred to herein.  The amount paid or
     payable by an indemnified party as a result of the loss,
     liability, claim, action or damage, referred to above in
     this clause 6(4) shall be deemed to include, for purposes
     of this clause 6(4), any legal or other expenses
     reasonably incurred by such indemnified party in
     connection with investigating or defending any such
     action or claim to the extent not already paid or payable
     pursuant to another provisions of this clause 6.
     Notwithstanding the provisions of this clause 6(4), no
     Dealer shall be required to contribute any amount in
     excess of the amount by which the total price at which
     the Notes sold to such Dealer and distributed to the
     public were offered to the public exceeds the amount of
     any damages which such Dealer has otherwise paid or
     become liable to pay by reason of any untrue or alleged
     untrue statement or omission or alleged omission.  No
     person guilty of fraudulent misrepresentation (within the
     meaning of Section 11(f) of the Securities Act) shall be
     entitled to contribution from any person who was not
     guilty of such fraudulent misrepresentation.  The
     Dealers' obligations under this clause 6(4) to contribute
     are several in proportion to the respective principal
     amounts of Notes purchased by each such Dealer in such
     offering and not joint.

7.   AUTHORITY TO DISTRIBUTE DOCUMENTS

     Subject to clause 8 below, the Issuer hereby authorises
     each of the Dealers on behalf of the Issuer to provide
     copies of the Offering Circular to actual and potential
     purchasers of Notes.  Subject to clause 8 below, the
     Issuer hereby authorises each of the Dealers on behalf of
     the Issuer to provide copies of such additional written
     information as the Issuer shall provide to the Dealers
     and approve for the Dealers to use for such purpose to
     actual and potential purchasers of Notes.

<PAGE>


8.   DEALERS' UNDERTAKINGS

     Each Dealer agrees to comply with the restrictions and
     agreements set out in Appendix B hereto unless otherwise
     agreed with the Issuer.

9.   FEES, EXPENSES AND STAMP DUTIES

     The Issuer undertakes that it will:

     (a)  pay to each Dealer all commissions agreed between
          the Issuer and such Dealer in connection with the
          sale of any Notes to that Dealer (and any value
          added or other tax thereon);

     (b)  pay (together with any value added tax or other tax
          thereon):

          (i)  the fees and expenses of its legal advisers and
               auditors;

         (ii)  the cost of listing and maintaining the listing
               of any Notes which are to be listed on a Stock
               Exchange;

        (iii)  the cost of obtaining any credit rating
               for the Notes;

         (iv)  the fees and expenses of the agents appointed
               under the Agency Agreement; and

          (v)  all expenses in connection with the
               establishment of the Programme including, but
               not limited to, the preparation and printing of
               the Offering Circular and the cost of any
               publicity agreed by the Issuer;

     (c)  pay to Lehman Brothers International (Europe) the
          reasonable fees and disbursements of the legal
          advisers appointed to represent the Dealers
          (including any value added tax or other tax thereon)
          in connection with the establishment of the
          Programme; and

     (d)  pay promptly, and in any event before any penalty
          becomes payable, any stamp, documentary,
          registration or similar duty or tax (including any
          stamp duty reserve tax) payable in connection with
          the issue, sale and/or delivery of any Note and/or
          the execution and/or delivery of any of the
          Agreements.

10.  TERMINATION OF APPOINTMENT OF DEALERS

     The Issuer or (as to itself) a Dealer may terminate the
     arrangements described in this Agreement by giving not
     less than 30 days' written notice to the other parties
     hereto.  The Issuer may terminate the appointment of a
     Dealer or Dealers by giving not less than 30 days'
     written notice to such Dealer or Dealers (with a copy
     promptly thereafter to all the other Dealers and the
     Agent).  Termination shall not affect any rights or
     obligations (including but not limited to those arising
     under clauses 6, 8 and/or 9) which have accrued at the
     time of termination or which accrue thereafter in
     relation to any act or omission or alleged act or
     omission which occurred prior to such time.

<PAGE>


11.  APPOINTMENT OF NEW DEALERS

(1)  Nothing in this Agreement shall prevent the Issuer from
     appointing one or more New Dealers for the duration of
     the Programme or, with regard to an issue of a particular
     Tranche of Notes, the Issuer from appointing one or more
     New Dealers for the purposes of that Tranche, in either
     case upon the terms of this Agreement and provided that,
     unless such appointment is effected pursuant to a
     Subscription Agreement:

     (a)  any New Dealer shall have first delivered to the
          Issuer an appropriate Dealer Accession Letter; and

     (b)  the Issuer shall have delivered to such New Dealer
          an appropriate Confirmation Letter.

(2)  Upon receipt of the relevant Confirmation Letter or
     execution of the relevant Subscription Agreement, as the
     case may be, each such New Dealer shall, subject to the
     terms of the relevant Dealer Accession Letter or the
     relevant Subscription Agreement, as the case may be,
     become a party to this Agreement, vested with all
     authority, rights, powers, duties and obligations of a
     Dealer as if originally named as a Dealer hereunder
     provided further that, except in the case of the
     appointment of a New Dealer for the duration of the
     Programme, following the Issue Date of the relevant
     Tranche, the relevant New Dealer shall have no further
     such authority, rights, powers, duties or obligations
     except such as may have accrued or been incurred prior
     to, or in connection with, the issue of such Tranche.

(3)  The Issuer shall promptly notify the other Dealers and
     the Agent of any appointment of a New Dealer for the
     duration of the Programme by supplying to such parties a
     copy of any Dealer Accession Letter and Confirmation
     Letter.  Such notice shall be required to be given in the
     case of an appointment of a New Dealer for a particular
     Tranche of Notes to the Agent only.

12.  INCREASE IN THE AGGREGATE NOMINAL AMOUNT OF THE PROGRAMME

(1)  From time to time the Issuer may wish to increase the
     aggregate nominal amount of the Notes that may be issued
     under the Programme.  In such circumstances, the Issuer
     may give notification of such an increase (subject as set
     out in subclause (2)) by delivering to the Listing Agent
     and the Dealers with a copy to the Agent a letter
     substantially in the form set out in Appendix D hereto.
     Upon the date specified in such notice (which date may
     not be earlier than seven London business days after the
     date the notice is given) and subject to satisfaction of
     the conditions precedent set out in subclause (2), all
     references in the Agreements to a Euro Medium Term Note
     Programme of a certain nominal amount shall be deemed to
     be references to a Euro Medium Term Note Programme of the
     increased nominal amount.

(2)  Notwithstanding subclause (1), the right of the Issuer to
     increase the aggregate nominal amount of the Programme
     shall be subject to each Dealer having received and found
     satisfactory all the documents and confirmations
     described in Part II of the Initial Documentation List
     (with such changes as may be relevant with reference to
     the circumstances at the time of the proposed increase as
     are agreed between the Issuer and the Dealers), and the
     satisfaction of any further conditions precedent that any
     of the Dealers may reasonably require, including, without
     limitation, the production of a supplementary Offering
     Circular by the Issuer and any further or other documents
     required by the relevant Stock Exchange for the purpose
     of listing any Notes to be issued on the relevant Stock
     Exchange.

<PAGE>


     The Arranger shall circulate to the Dealers
     all the documents and confirmations described in Part II
     of the Initial Documentation List and any further
     conditions precedent so required.  Any Dealer must notify
     the Arranger and the Issuer within three London business
     days of receipt if it considers, in its reasonable
     opinion, such documents, confirmations and, if
     applicable, such further conditions precedent to be
     unsatisfactory and, in the absence of such notification,
     such Dealer shall be deemed to consider such documents
     and confirmations to be satisfactory and such further
     conditions precedent to be satisfied.

13.  STATUS OF THE DEALERS AND THE ARRANGER

(1)  Each of the Dealers agrees that the Arranger has only
     acted in an administrative capacity to facilitate the
     establishment and/or maintenance of the Programme and has
     no responsibility to it for (a) the adequacy, accuracy,
     completeness or reasonableness of any representation,
     warranty, undertaking, agreement, statement or
     information in the Offering Circular, any Pricing
     Supplement, this Agreement or any information provided in
     connection with the Programme or (b) the nature and
     suitability to it of all legal, tax and accounting
     matters and all documentation in connection with the
     Programme or any Tranche.

(2)  The Arranger shall have only those duties, obligations
     and responsibilities expressly specified in this
     Agreement.

14.  COUNTERPARTS

     This Agreement may be signed in any number of
     counterparts, all of which, taken together, shall
     constitute one and the same agreement and any party may
     enter into this Agreement by executing a counterpart.

15.  COMMUNICATIONS

(1)  All communications shall be by telex, fax or letter
     delivered by hand or (but only where specifically
     provided in the Procedures Memorandum) by telephone.
     Each communication shall be made to the relevant party at
     the telex number, fax number or address or telephone
     number and, in the case of a communication by telex, fax
     or letter, marked for the attention of, or (in the case
     of a communication by telephone) made to, the person or
     department from time to time specified in writing by that
     party to the other for the purpose.  The initial
     telephone number, telex number, fax number and person or
     department so specified by each party are set out in the
     Procedures Memorandum.

(2)  A communication shall be deemed received (if by telex)
     when a confirmed answerback is received at the end of the
     transmission, (if by fax) when an acknowledgement of
     receipt is received, (if by telephone) when made or (if
     by letter) when delivered, in each case in the manner
     required by this clause.  However, if a communication is
     received after business hours on any business day or on a
     day which is not a business day in the place of receipt
     it shall be deemed to be received and become effective on
     the next business day in the place of receipt.  Every
     communication shall be irrevocable save in respect of any
     manifest error therein.

16.  BENEFIT OF AGREEMENT

(1)  This Agreement shall be binding upon and shall inure for
     the benefit of the Issuer and each Dealer and their
     respective successors and permitted assigns.

<PAGE>


(2)  A Dealer may only assign or transfer its rights or
     obligations under this Agreement with the prior written
     consent of the Issuer except for an assignment and/or
     transfer of all of a Dealer's rights and obligations
     hereunder in whatever form such Dealer determines may be
     appropriate to a partnership, corporation, trust or other
     organisation in whatever form that may succeed to, or to
     which the Dealer transfers, all or substantially all of
     the Dealer's assets and business and that assumes such
     obligations by contract, operation of law or otherwise.
     Upon any such transfer and assumption of obligations such
     Dealer shall be relieved of and fully discharged from all
     obligations under this Agreement, whether such
     obligations arose before or after such transfer and
     assumption.

17.  CALCULATION AGENT

(1)  In the case of any Series of Notes which require the
     appointment of a Calculation Agent the Agent shall act as
     Calculation Agent, unless the relevant Dealer or, as the
     case may be, the Lead Manager requests the Issuer to
     appoint such Dealer or Lead Manager, or a person
     nominated by such Dealer or Lead Manager (a "Nominee"),
     as Calculation Agent.

(2)  Should such a request be made to the Issuer the
     appointment of that Dealer or Lead Manager shall be
     automatic upon the issue of the relevant Series of Notes
     and shall, except as agreed, be on the terms set out in
     the Calculation Agency Agreement set out in Schedule 1 to
     the Agency Agreement, and no further action shall be
     required to effect the appointment of such Dealer or Lead
     Manager as Calculation Agent in relation to that Series
     of Notes, and the Schedule to the Calculation Agency
     Agreement shall be deemed to be duly annotated to include
     such Series.  The name of the Dealer or Lead Manager so
     appointed will be entered in the applicable Pricing
     Supplement.

(3)  Should such a request be made to the Issuer for the
     appointment of a Nominee as the Calculation Agent, such
     Nominee must be reasonably acceptable to the Issuer and
     shall agree with the Issuer in writing to its appointment
     as Calculation Agent on the terms set out in the
     Calculation Agency Agreement set out in Schedule 1 to the
     Agency Agreement and no further action shall be required
     to effect the appointment of such Nominee as Calculation
     Agent in relation to that Series of Notes, and the
     Schedule to the Calculation Agency Agreement shall be
     deemed to be duly annotated to include such Series.  The
     name of the Nominee so appointed will be entered in the
     applicable Pricing Supplement.

18.  STABILISATION

     In connection with the distribution of any Notes, the
     Dealer (if any) designated as stabilising manager in the
     applicable Pricing Supplement may over-allot or effect
     transactions which stabilise or maintain the market price
     of such Notes and/or any associated securities at a level
     which might not otherwise prevail, but in doing so such
     Dealer shall act as principal and not as agent of the
     Issuer.  Such stabilising, if commenced, may be
     discontinued at any time.  Any loss resulting from over-
     allotment and stabilisation shall be borne, and any net
     profit arising therefrom shall be retained, by the
     stabilising manager for its own account.

19.  GOVERNING LAW

(1)  This Agreement and every agreement for the issue and
     purchase of Notes as referred to in clause 2 shall be
     governed by, and construed in accordance with, the laws
     of the State of New York.

<PAGE>


(2)  Each of the parties to this Agreement agrees that any
     State or federal courts sitting in the Borough of
     Manhattan, the City of New York (the "Courts") are to
     have jurisdiction to settle any disputes which may arise
     out of or in connection with this Agreement and that
     accordingly any suit, action or proceedings (together
     referred to as "Proceedings") arising out of or in
     connection with this Agreement may be brought in such
     courts.

     Each of the parties to this Agreement  hereby
     irrevocably waives any objection which it may have now
     or hereafter to the laying of the venue of any such
     Proceedings in any such court and any claim that any
     such Proceedings have been brought in an inconvenient
     forum and hereby further irrevocably agrees that a
     judgment in any such Proceedings brought in the Courts
     shall be conclusive and binding upon it and may be
     enforced in the courts of any other jurisdiction.

     Nothing contained in this clause shall limit any right
     to take Proceedings against any party to this Agreement
     in any other court of competent jurisdiction, nor shall
     the taking of Proceedings in one or more jurisdictions
     preclude the taking of Proceedings in any other
     jurisdiction, whether concurrently or not.


<PAGE>


                          APPENDIX A

                  INITIAL DOCUMENTATION LIST

                            Part I


1.   A copy of the Articles of Incorporation and Bylaws of the
     Issuer, certified by the Secretary of the Issuer.

2.   A copy of all resolutions and other authorisations,
     certified by the Secretary of the Issuer, required to be
     passed or given, and evidence of any other action
     required to be taken, on behalf of the Issuer:

     (a)  to approve its entry into the Agreements, the
          creation of the Programme and the issue of Notes;

     (b)  to authorise appropriate persons to execute each of
          the Agreements and any Notes and to take any other
          action in connection therewith; and

     (c)  to authorise appropriate persons to enter into
          agreements with any Dealer on behalf of the Issuer
          to issue Notes in accordance with clause 2 of this
          Agreement.

3.   A list of the names, titles and specimen signatures of
     the persons authorised on behalf of the Issuer in
     accordance with paragraph 2(c) above, certified by the
     Secretary of the Issuer.

4.   Copies of any other governmental or other consents,
     authorisations and approvals required for the Issuer to
     issue Notes, to execute and deliver the Agreements and to
     fulfil its obligations under the Agreements.

5.   Confirmation that one or more master Temporary Global
     Notes and master Permanent Global Notes (from which
     copies can be made for each particular issue of Notes),
     duly executed by a person or persons authorised to take
     action on behalf of the Issuer as specified in
     paragraph 2(b) above, have been delivered to the Agent.

6.   Legal opinions addressed to each of the Dealers dated on
     or after the date of this Agreement, in such form and
     with such content as previously agreed to, from:

     (a)  O'Melveny & Myers LLP, legal advisers to the Issuer;

     (b)  Julie Sackman, General Counsel of the Issuer; and

     (c)  Allen & Overy, legal advisers to the Dealers.

7.   A conformed copy of each Agreement and confirmation that
     executed copies of such documents have been delivered, in
     the case of the Agency Agreement, to the Agent (for
     itself and the other agents party thereto).

8.   A printed final version of the Offering Circular and the
     Procedures Memorandum.

<PAGE>


9.   Confirmation from the Listing Agent that the Luxembourg
     Stock Exchange will list Notes to be issued under the
     Programme.

10.  Confirmation that the Offering Circular has received the
     registration number of the Commission des Operations de
     Bourse.

11.  Comfort letter from PricewaterhouseCoopers LLP as
     independent auditors of the Issuer in such form and with
     such content as previously agreed to.

12.  Confirmation that the Programme has been rated A1 by
     Moody's, A+ by Standard & Poor's and AA- by Duff &
     Phelps.

<PAGE>


                            Part II


1.   A copy of the Articles of Incorporation and Bylaws of the
     Issuer, certified by the Secretary of the Issuer or
     confirmation that they have not been changed since they
     were last submitted to the Dealers.

2.   A copy of all resolutions and other authorisations
     required to be passed or given, and evidence of any other
     action required to be taken, on behalf of the Issuer to
     approve the increase in the amount of the Programme,
     certified by the Secretary of the Issuer.

3.   Copies of any other governmental or other consents,
     authorisations and approvals required for the increase.

4.   Confirmation that one or more master Temporary Global
     Notes and master Permanent Global Notes (from which
     copies can be made for each particular issue of Notes),
     duly executed by a person or persons authorised to take
     action on behalf of the Issuer as specified in
     paragraph 2(b) of Part I of the Initial Documentation
     List, have been delivered to the Agent.

5.   Legal opinions addressed to each of the Dealers dated on
     or after the date of this Agreement, in such form and
     with such content as previously agreed to, from:

     (a)  O'Melveny & Myers LLP, legal advisers to the Issuer;

     (b)  Julie Sackman, General Counsel to the Issuer; and

     (c)  Allen & Overy, legal advisers to the Dealers.

6.   A printed final version of the Offering Circular.

7.   Confirmation from the Listing Agent that the Luxembourg
     Stock Exchange will list Notes to be issued under the
     increased Programme.

8.   Confirmation that the Offering Circular has received the
     registration number of the Commission des Operations de
     Bourse.

9.   Comfort letter from PricewaterhouseCoopers LLP as
     independent auditors of the Issuer in such form and with
     such content as previously agreed to.

10.  Confirmation from Moody's, Standard & Poor's and Duff &
     Phelps that there has been no change in the rating
     assigned by them to the Programme as a result of the
     increase.

<PAGE>



                          APPENDIX B

                     SELLING RESTRICTIONS

1.   United States

(1)  The Notes have not been and will not be registered under
     the Securities Act, and may not be offered or sold within
     the United States or to, or for the account or benefit
     of, U.S. persons except in accordance with Regulation S
     under the Securities Act or pursuant to an exemption from
     the registration requirements of the Securities Act. Each
     Dealer represents and agrees that it has offered and sold
     any Notes, and will offer and sell any Notes (i) as part
     of their distribution at any time and (ii) otherwise
     until 40 days after the completion of the distribution of
     all Notes of the Tranche of which such Notes are a part,
     as determined and certified as provided below, only in
     accordance with Rule 903 of Regulation S under the
     Securities Act. Each Dealer who has purchased Notes of a
     Tranche hereunder (or in the case of a sale of a Tranche
     of Notes issued to or through more than one Dealer, each
     of such Dealers as to the Notes of such Tranche purchased
     by or through it or, in the case of a syndicated issue,
     the relevant Lead Manager) shall determine and certify to
     the Agent the completion of the distribution of the Notes
     of such Tranche.  On the basis of such notification or
     notifications, the Agent agrees to notify such
     Dealer/Lead Manager of the end of the distribution
     compliance period with respect to such Tranche.  Each
     Dealer also agrees that, at or prior to confirmation of
     sale of Notes, it will have sent to each distributor,
     dealer or person receiving a selling concession, fee or
     other remuneration that purchases Notes from it during
     the distribution compliance period a confirmation or
     notice to substantially the following effect:

     "The Securities covered hereby have not been registered
     under the U.S. Securities Act of 1933, as amended (the
     "Securities Act"), and may not be offered or sold within
     the United States or to, or for the account or benefit
     of, U.S. persons (i) as part of their distribution at any
     time or (ii) otherwise until 40 days after the completion
     of the distribution of the Securities as determined and
     certified by the relevant Dealer, in the case of a non-
     syndicated issue, or the Lead Manager, in the case of a
     syndicated issue, and except in either case in accordance
     with Regulation S under the Securities Act.  Terms used
     above have the meanings given to them by Regulation S."

     Terms used in this paragraph 1(1) have the meanings given
     to them by Regulation S.

(2)  Each Dealer represents and agrees that it, its affiliates
     or any persons acting on its or their behalf have not
     engaged and will not engage in any directed selling
     efforts with respect to any Note, and it and they have
     complied and will comply with the offering restrictions
     requirement of Regulation S.

(3)  In addition,

     (a)  except to the extent permitted under U.S. Treas.
          Reg. Section 1.163-5(c)(2)(i)(D) (the "D Rules"),
          each Dealer (a) represents that it has not offered
          or sold, and agrees that during the restricted
          period it will not offer or sell, Notes in bearer
          form to a person who is within the United States or
          its possessions or to a United States person, and
          (b) represents that it has not delivered and agrees
          that it will not deliver within the United States or
          its possessions definitive Notes in bearer form that
          are sold during the restricted period;

<PAGE>


     (b)  each Dealer represents that it has and agrees that
          throughout the restricted period it will have in
          effect procedures reasonably designed to ensure that
          its employees or agents who are directly engaged in
          selling Notes in bearer form are aware that such
          Notes may not be offered or sold during the
          restricted period to a person who is within the
          United States or its possessions or to a United
          States person, except as permitted by the D Rules;

     (c)  if it is a United States person, each Dealer
          represents that it is acquiring the Notes for
          purposes of resale in connection with their original
          issuance and if it retains Notes in bearer form for
          its own account, it will only do so in accordance
          with the requirements of U.S. Treas. Reg. Section
          l.163-5(c)(2)(i)(D)(6); and

     (d)  with respect to each affiliate that acquires Notes
          from a Dealer for the purpose of offering or selling
          such Notes during the restricted period, such Dealer
          repeats and confirms the representations and
          agreements contained in subparagraphs (a), (b) and
          (c) on such affiliate's behalf.

     Terms used in this paragraph 1(3) have the meanings given
     to them by the U.S. Internal Revenue Code and regulations
     thereunder, including the D Rules.

(4)  Each issue of Index Linked Notes or Dual Currency Notes
     shall be subject to such additional U.S. selling
     restrictions as the Issuer and the relevant Dealer may
     agree as a term of the issue and purchase of such Notes,
     which additional selling restrictions shall be set out in
     the applicable Pricing Supplement.  The relevant Dealer
     agrees that it shall offer, sell and deliver such Notes
     only in compliance with such additional U.S. selling
     restrictions.

2.   United Kingdom

     Each Dealer represents and agrees that:

     (i)  in relation to Notes which have a maturity of one
          year or more, it has not offered or sold and, prior
          to the expiry of the period of six months from the
          Issue Date of such Notes, will not offer or sell any
          such Notes to persons in the United Kingdom except
          to persons whose ordinary activities involve them in
          acquiring, holding, managing or disposing of
          investments (as principal or agent) for the purposes
          of their businesses or otherwise in circumstances
          which have not resulted and will not result in an
          offer to the public in the United Kingdom within the
          meaning of the Public Offers of Securities
          Regulations 1995;

    (ii)  it has only issued or passed on and will only issue
          or pass on in the United Kingdom any document
          received by it in connection with the issue of any
          Notes to a person who is of a kind described in
          Article 11(3) of the Financial Services Act 1986
          (Investment Advertisements) (Exemptions) Order 1996
          (as amended) or is a person to whom such document
          may otherwise lawfully be issued or passed on; and

   (iii)  it has complied and will comply with all
          applicable provisions of the FSA with respect to
          anything done by it in relation to any Notes in,
          from or otherwise involving the United Kingdom.

<PAGE>


3.   Japan

     The Notes have not been and will not be registered under
     the Securities and Exchange Law of Japan (the "Securities
     and Exchange Law") and each Dealer agrees that it will
     not offer or sell any Notes, directly or indirectly, in
     Japan or to, or for the benefit of, any resident of Japan
     (which term as used herein means any person resident in
     Japan, including any corporation or other entity
     organised under the laws of Japan), or to others for re-
     offering or resale, directly or indirectly, in Japan or
     to a resident of Japan except pursuant to an exemption
     from the registration requirements of, and otherwise in
     compliance with, the Securities and Exchange Law and any
     other applicable laws and regulations of Japan.

4.   Germany

     In connection with the initial placement of any Notes in
     Germany, each Dealer agrees that it will offer and sell
     such Notes (i) unless otherwise provided in the relevant
     Subscription Agreement or the applicable Pricing
     Supplement in the case of an issue made on a syndicated
     basis, only for an aggregate purchase price per purchaser
     of at least DM80,000 (or the equivalent) or such other
     amount as may be stipulated from time to time by
     applicable German law or (ii) as may otherwise be
     permitted in accordance with applicable German law.

5.   France

     The Issuer and each Dealer represents and agrees, that in
     connection with their initial distribution, it has not
     offered or sold, and will not offer or sell, directly or
     indirectly, Notes to the public in France, and has not
     distributed or caused to be distributed and will not
     distribute or cause to be distributed to the public in
     France the Offering Circular or any other offering
     material relating to the Notes, and that such offers,
     sales and distributions have been and shall be made in
     France only to (i) qualified investors (investisseurs
     qualifies) and/or (ii) a restricted group of investors
     (cercle restreint d'investisseurs), all as defined in
     Article 6 ordonnance no. 67-833 dated 28th September,
     1967 (as amended) and decret no. 98-880 dated 1st
     October, 1998.

     Investors in France may only participate in the issue of
     Notes for their own account in accordance with the
     conditions set out in decret no. 98-880 dated 1 October,
     1998.  Notes may only be issued, directly or indirectly,
     to the public in France in accordance with articles 6 and
     7 of ordonnance no. 67-833 dated 28 September, 1967 (as
     amended).  Where the issue of Notes is effected as an
     exception to the rules to an appel public a l'epargne in
     France (public offer rules) by way of an offer to a
     restricted group of investors, such investors must
     provide certification as to their personal, professional
     or family relationship with a member of the management of
     the Issuer.

6.   General

     Each Dealer agrees that it will (to the best of its
     knowledge and belief) comply with all applicable
     securities laws and regulations in force in any
     jurisdiction in which it purchases, offers, sells or
     delivers Notes or possesses or distributes the Offering
     Circular and will obtain any consent, approval or
     permission required by it for the purchase, offer, sale
     or delivery by it of Notes under the laws and regulations
     in force in any jurisdiction to which it is subject or in
     which it makes such purchases, offers, sales or
     deliveries and none of the Issuer and any other Dealer
     shall have any responsibility therefor.

<PAGE>


     None of the Issuer and any of the Dealers represents that
     Notes may at any time lawfully be sold in compliance with
     any applicable registration or other requirements in any
     jurisdiction, or pursuant to any exemption available
     thereunder, or assumes any responsibility for
     facilitating such sale.

     With regard to each Tranche, the relevant Dealer will be
     required to comply with such other additional
     restrictions as the Issuer and the relevant Dealer shall
     agree and as shall be set out in the applicable Pricing
     Supplement.

<PAGE>


                          APPENDIX C

                            PART I

          FORM OF DEALER ACCESSION LETTER - PROGRAMME

[Date]

To:  INTERNATIONAL LEASE FINANCE CORPORATION
     (the "Issuer")

Dear Sirs,

            INTERNATIONAL LEASE FINANCE CORPORATION
                Euro Medium Term Note Programme

We refer to the Programme Agreement dated 4th June, 1999
entered into in respect of the above Euro Medium Term Note
Programme and made between the Issuer and the Dealers party
thereto (which agreement, as amended, supplemented or restated
from time to time, is herein referred to as the "Programme
Agreement").

Conditions Precedent

We confirm that we are in receipt of the documents referenced
below:

(i)   a copy of the Programme Agreement; and
(ii)  a copy of current versions of all documents referred to
      in Part I of Appendix A of the Programme Agreement,

and have found them to our satisfaction.

For the purposes of the Programme Agreement our notice details
are as follows:

[insert name, address, telephone, facsimile, telex (+
answerback) and attention].

In consideration of the appointment by the Issuer of us as a
Dealer under the Programme Agreement we hereby undertake, for
the benefit of the Issuer and each of the other Dealers, that
we will perform and comply with all the duties and obligations
expressed to be assumed by a Dealer under the Programme
Agreement.

This letter is governed by, and shall be construed in
accordance with, the laws of the State of New York.

Yours faithfully,
[Name of New Dealer]

By:
cc:  CITIBANK, N.A. as Agent
     The other Dealers

<PAGE>


                            PART II

            FORM OF CONFIRMATION LETTER - PROGRAMME



[Date]


To:  [Name and address of New Dealer]


Dear Sirs,

            INTERNATIONAL LEASE FINANCE CORPORATION
                Euro Medium Term Note Programme

We refer to the Programme Agreement dated 4th June, 1999 (such
agreement, as amended, supplemented or restated from time to
time, the "Programme Agreement") entered into in respect of
the above Euro Medium Term Note Programme and hereby
acknowledge receipt of your Dealer Accession Letter to us
dated [specify].

We hereby confirm that, with effect from the date hereof, you
shall become a Dealer under the Programme Agreement in
accordance with clause 11(2) of the Programme Agreement.

Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION


By:


cc:  CITIBANK, N.A. as Agent
     The other Dealers

<PAGE>


                           PART III

         FORM OF DEALER ACCESSION LETTER - NOTE ISSUE


[Date]

To:  INTERNATIONAL LEASE FINANCE CORPORATION
     (the "Issuer")

Dear Sirs,

            INTERNATIONAL LEASE FINANCE CORPORATION
                    [Description of issue]
                         (the "Notes")

We refer to the Programme Agreement dated 4th June, 1999 and
made between the Issuer and the Dealers party thereto (which
agreement, as amended, supplemented or restated from time to
time, is herein referred to as the "Programme Agreement").

Conditions Precedent

We confirm that we are in receipt of the documents referenced
below:

(i)  a copy of the Programme Agreement; and

(ii) a copy of current versions of such of the other documents
     referred to in Part I of Appendix A of the Programme
     Agreement as we have requested,

and have found them to our satisfaction or (in the case of the
documents referred to in (ii) above) have waived such
production.

For the purposes of the Programme Agreement our notice details
are as follows:

[insert name, address, telephone, facsimile, telex (+
answerback) and attention].

In consideration of the appointment by the Issuer of us as a
Dealer under the Programme Agreement in respect of the issue
of the Notes we hereby undertake, for the benefit of the
Issuer and each of the other Dealers, that, in relation to the
issue of the Notes, we will perform and comply with all the
duties and obligations expressed to be assumed by a Dealer
under the Programme Agreement.

This letter is governed by, and shall be construed in
accordance with, the laws of the State of New York.

Yours faithfully,
[Name of New Dealer]

By:

cc:  CITIBANK, N.A. as Agent

<PAGE>


                            PART IV

           FORM OF CONFIRMATION LETTER - NOTE ISSUE


[Date]


To:  [Name and address of New Dealer]


Dear Sirs,

            INTERNATIONAL LEASE FINANCE CORPORATION
                    [Description of issue]
                         (the "Notes")

We refer to the Programme Agreement dated 4th June, 1999 (such
agreement, as amended, supplemented or restated from time to
time, the "Programme Agreement") and hereby acknowledge
receipt of your Dealer Accession Letter to us dated [specify].

We hereby confirm that, with effect from the date hereof, in
respect of the issue of the Notes, you shall become a Dealer
under the Programme Agreement in accordance with the
provisions of clause 11(2) of the Programme Agreement.


Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION


By:


cc:  CITIBANK, N.A. as Agent

<PAGE>


                          APPENDIX D

        LETTER REGARDING INCREASE IN THE NOMINAL AMOUNT
                       OF THE PROGRAMME


[Date]


To:  The Dealers and the Listing Agent
     (as those expressions are defined in the
     Programme Agreement dated 4th June, 1999
     as amended, supplemented or restated from
     time to time, (the "Programme Agreement"))


Dear Sirs,

            INTERNATIONAL LEASE FINANCE CORPORATION
                Euro Medium Term Note Programme

We hereby require, pursuant to clause 12(1) of the Programme
Agreement, that the aggregate nominal amount of the above
Programme be increased to U.S.$ [specify] from [specify date
which is no earlier than three London business days after the
date the notice is given] whereupon (but subject as provided
in the next paragraph) all references in the Agreements will
be deemed amended accordingly.

We understand that this increase is subject to the
satisfaction of the condition set out in clause 12(2) of the
Programme Agreement namely that each Dealer shall have
received and found satisfactory all the documents and
confirmations described in the Part II of the Initial
Documentation List (with such changes as may be relevant, with
reference to the circumstances at the time of the proposed
increase, as are agreed between the Issuer and the Dealers)
and the delivery of any further conditions precedent that any
of the Dealers may reasonably require.

You must notify the Arranger and ourselves within three London
business days of receipt by you of those documents and
confirmations and, if applicable, further conditions precedent
if you consider (in your reasonable opinion) such documents,
confirmations and, if applicable, such further conditions
precedent to be unsatisfactory and, in the absence of such
notification, you will be deemed to consider such documents
and confirmations to be satisfactory and such further
conditions precedent to be satisfied.

Terms used in this letter have the meanings given to them in
the Programme Agreement.

Yours faithfully,
INTERNATIONAL LEASE FINANCE CORPORATION

By:

cc:  CITIBANK, N.A. as Agent

<PAGE>



                          APPENDIX E

                FORM OF SUBSCRIPTION AGREEMENT

            INTERNATIONAL LEASE FINANCE CORPORATION

                    [DESCRIPTION OF ISSUE]


[DATE]


To:  [Names of Dealers]
     (the "Managers")

c/o  [Name of Lead Manager]
     (the "Lead Manager")


cc:  CITIBANK, N.A.
     as Agent

Dear Sirs,

INTERNATIONAL LEASE FINANCE CORPORATION (the "Issuer")
proposes to issue [DESCRIPTION OF ISSUE] (the "Notes")
pursuant to the U.S.$2,000,000,000 Euro Medium Term Note
Programme established by it. The terms of the issue shall be
as set out in the form of Pricing Supplement attached to this
Agreement as Annexe A.

This Agreement is supplemental to the Programme Agreement (the
"Programme Agreement") dated 4th June, 1999 made between the
Issuer and the Dealers party thereto.  All terms with initial
capitals used herein without definition have the meanings
given to them in the Programme Agreement.

We wish to record the arrangements agreed between us in
relation to the issue:

1.   This Agreement appoints each Manager which is not a party
     to the Programme Agreement (each a "New Dealer") as a New
     Dealer in accordance with the provisions of clause 11 of
     the Programme Agreement for the purposes of the issue of
     the Notes. The Lead Manager confirms that it is in
     receipt of the documents referenced below:

     (i)  a copy of the Programme Agreement; and

    (ii)  a copy of such of the documents referred to in Part
          I of Appendix A of the Programme Agreement as the
          Lead Manager (on behalf of the Managers) has
          requested and has confirmed with each New Dealer
          that it has found them to be satisfactory or (in the
          case of any or all of the documents referred to in
          (ii)) has waived such production.

     For the purposes of the Programme Agreement the details
     of the Lead Manager for service of notices are as
     follows:

<PAGE>


     [insert name, address, telephone, facsimile, telex (+
     answerback) and attention].

     In consideration of the Issuer appointing each New Dealer
     as a Dealer in respect of the Notes under the Programme
     Agreement, each New Dealer hereby undertakes, for the
     benefit of the Issuer, the Lead Manager (for itself and
     each of the other Dealers) and the Managers, that, in
     relation to the issue of the Notes, it will perform and
     comply with all the duties and obligations expressed to
     be assumed by a Dealer under the Programme Agreement, a
     copy of  which it acknowledges it has received from the
     Lead Manager.  The Issuer hereby confirms that each New
     Dealer shall be vested with all authority, rights,
     powers, duties and obligations of a Dealer in relation to
     the issue of the Notes as if originally named as a Dealer
     under the Programme Agreement provided that following the
     Issue Date of the Notes each New Dealer shall have no
     further such authority, rights, powers, duties or
     obligations except such as may have accrued or been
     incurred prior to, or in connection with, the issue of
     the Notes.

2.   Subject to the terms and conditions of the Programme
     Agreement and this Agreement the Issuer hereby agrees to
     issue the Notes and the Managers jointly and severally
     agree to subscribe or procure subscribers for the Notes
     at a price of [specify] per cent. of the principal amount
     of the Notes (the "Purchase Price"), being the issue
     price of [specify] per cent. less a selling
     [commission/concession] of [specify] per cent. of such
     principal amount and a combined management and
     underwriting commission of [specify] per cent. of such
     principal amount.

3.   The settlement procedures set out in Part [1/2] of Annexe
     A to the Procedures Memorandum shall apply as if set out
     in this Agreement provided that, for the purposes of this
     Agreement:

     (i)  the sum payable on the Issue Date shall represent
          the Purchase Price less any amount payable in
          respect of Managers' expenses as provided in the
          agreement referred to in clause 4 of this
          Agreement);

    (ii)  "Issue Date" means [specify] a.m. ([specify] time)
          on [specify] or such other time and/or date as the
          Issuer and the Lead Manager on behalf of the
          Managers may agree; and

   (iii)  "Payment Instruction Date" means the Issue Date
          unless there is to be a pre-closing for the issue in
          which case it means the business day (being a day on
          which banks and foreign exchange markets are open
          for business in London) prior to the Issue Date.

4.   The arrangements in relation to expenses have been
     separately agreed between the Issuer and the Lead
     Manager.

5.   The obligation of the Managers to purchase the Notes is
     conditional upon:

     (i)  the conditions set out in clause 3(2) (other than
          that set out in clause 3(2)(f)) of the Programme
          Agreement being satisfied as of the Payment
          Instruction Date (on the basis that the references
          therein to "relevant Dealer" shall be construed as
          references to the Lead Manager) and without
          prejudice to the aforesaid, the Offering Circular
          dated [specify] [, as supplemented by [         ],]
          containing all material information relating to the
          assets and liabilities, financial position and
          profits and losses of the Issuer and nothing having
          happened or being expected to happen which would

<PAGE>


          require the Offering Circular [, as so
          supplemented,] to be [further] supplemented or
          updated;  and

    (ii)  the delivery to the Lead Manager on the Payment
          Instruction Date of:

          (A)  legal opinions addressed to the Managers dated
               the Payment Instruction Date in such form and
               with such contents as the Lead Manager, on
               behalf of the Managers, may reasonably require
               from the general counsel of the Issuer,
               O'Melveny & Myers LLP, the legal advisers to
               the Issuer and Allen & Overy, the legal
               advisers to the Managers;

          (B)  a certificate dated as at the Payment
               Instruction Date signed by a duly authorised
               officer of the Issuer giving confirmation to
               the effect stated in paragraph (i) of this
               clause;

          (C)  a comfort letter dated the Payment Instruction
               Date from the independent auditors of the
               Issuer, in such form and with such content as
               the Managers may reasonably request; and

          (D)  such other conditions precedent as the Lead
               Manager may require.

     If any of the foregoing conditions is not satisfied on or
     before the Payment Instruction Date, this Agreement shall
     terminate on such date and the parties hereto shall be
     under no further liability arising out of this Agreement
     (except for any liability of the Issuer in relation to
     expenses as provided in the agreement referred to in
     clause 4 and except for any liability arising before or
     in relation to such termination), provided that the Lead
     Manager, on behalf of the Managers, may in its discretion
     waive any of the aforesaid conditions (other than the
     condition precedent contained in clause 3(2)(c) of the
     Programme Agreement) or any part of them.

6.   The Lead Manager, on behalf of the Managers, may, by
     notice to the Issuer, terminate this Agreement at any
     time prior to payment of the net purchase money to the
     Issuer if in the opinion of the Lead Manager after
     consultation with the Issuer, if practicable, there shall
     have been such a change in national or international
     financial, political or economic conditions or currency
     exchange rates or exchange controls as would in its view
     be likely to prejudice materially the success of the
     offering and distribution of the Notes or dealings in the
     Notes in the secondary market and, upon such notice being
     given, the parties to this Agreement shall (except for
     any liability of the Issuer in relation to expenses as
     provided in the agreement referred to in clause 4 of this
     Agreement and except for any liability arising before or
     in relation to such termination) be released and
     discharged from their respective obligations under this
     Agreement.

7.   Clause 20 of the Programme Agreement shall also apply to
     this Agreement as if expressly incorporated herein.

8.   This Agreement may be signed in any number of
     counterparts, all of which, taken together, shall
     constitute one and the same agreement and any party may
     enter into this Agreement by executing a counterpart.

<PAGE>


Please confirm that this letter correctly sets out the
arrangements agreed between us.

Yours faithfully,

For: INTERNATIONAL LEASE FINANCE CORPORATION


By:


We agree to the foregoing.

For: [NAMES OF MANAGERS]


By:

<PAGE>


            ANNEXE A TO THE  SUBSCRIPTION AGREEMENT

                 [Form of Pricing Supplement]

                   Applicable Pricing Supplement

          Set out below is the form of Pricing Supplement which will
be completed for each Tranche of Notes issued under the Programme.

                                [Date]


                International Lease Finance Corporation

    Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
                     under the U.S. $2,000,000,000
                    Euro Medium Term Note Programme

     This document constitutes the Pricing Supplement relating to the
issue of Notes described herein.  Terms used herein shall be deemed to
be defined as such for the purposes of the Conditions set forth in the
Offering Circular dated 4 June, 1999.  This Pricing Supplement must be
read in conjunction with such Offering Circular and the Offering
Circular Addendum (as defined in such Offering Circular).

          [Include whichever of the following apply or specify as "Not
Applicable" (N/A).  Note that the numbering should remain as set out
below, even if "Not Applicable" is indicated for individual paragraphs
or sub-paragraphs.]

1. Issuer:                       International Lease Finance
                                 Corporation

2. [(i)] Series Number:          [   ]
   [(ii) Tranche Number:         [   ]
                                 (If fungible with an existing
                                 Series, details of that Series,
                                 including the date on which the
                                 Notes become fungible)]

3. Specified Currency or         [   ]
   Currencies:

4. Aggregate Nominal Amount:
   - Tranche:                    [   ]
   - Series:                     [   ]

5. Issue Price of Tranche:       [   ] per cent.

6. Specified Denominations:      [   ]
                                 [   ]
7. [(i)] Issue Date:             [   ]
   [(ii) Interest Commencement
         Date(if different from
         the Issue Date):        [   ]]
<PAGE>


8. Maturity Date:                [Fixed rate - specify date/Floating
                                 rate - Interest Payment Date
                                 falling in or nearest to [specify
                                 month]]

9. Interest Basis:               [[   ] per cent.  Fixed Rate]
                                 [[LIBOR/EURIBOR] + or - [   ] per cent.
                                 Floating Rate]
                                 [Zero Coupon]
                                 [Index Linked Interest]
                                 [specify other]
                                 (further particulars specified
                                 below)

10. Redemption/Payment Basis:    [Redemption at par]
                                 [Index Linked Redemption]
                                 [Dual Currency]
                                 [Partly Paid]
                                 [Instalment]
                                 [specify other]

11. Change of Interest Basis     [Specify details of any provision
    or Redemption/Payment Basis: for change of Notes into another
                                 Interest Basis or
                                 Redemption/Payment Basis]

12. Put/Call Options:            [Investor Put]
                                 [Issuer Call]
                                 [(further particulars specified
                                 below)]

13. Listing:                     [Luxembourg/specify other/None]

14. Method of distribution:      [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note              [Applicable/Not Applicable]
    Provisions                   (If not applicable, delete the
                                 remaining sub-paragraphs of this
                                 paragraph)

    (i)  Rate[(s)] of Interest:  [   ] per cent. per annum [payable
                                 [annually/semi-annually/quarterly]
                                 in arrear]

    (ii)  Interest Payment
          Date(s):               [   ] in each year

    (iii) Fixed Coupon
          Amount(s):             [   ] per [   ] in nominal amount

    (iv)  Broken Amount(s):      [Insert particulars of any initial
                                 or final broken interest amounts
                                 which do not correspond with the
                                 Fixed Coupon Amount]

    (v)   Fixed Day Count
          Fraction (subject
          to paragraph 29):      [30/360 or Actual/Actual or specify
                                 other]

    (vi)  Other terms relating
          to the method of
          calculating interest
          for Fixed Rate Notes:  [None/Give details]

16.  Floating Rate Note          [Applicable/Not Applicable]
     Provisions                  (If not applicable, delete the
                                 remaining sub-paragraphs of this
                                 paragraph)
<PAGE>


     (i)  Specified Period(s)/
          Specified Interest
          Payment Dates:         [   ]

     (ii) Business Day
          Convention:            [Floating Rate Convention/Following
                                 Business Day Convention/Modified
                                 Following Business Day Convention/
                                 Preceding Business Day Convention/
                                 [specify other]]

    (iii) Additional Business    [   ]
          Centre(s)

    (iv)  Manner in which the
          Rate of Interest and
          Interest Amount is     [Screen Rate Determination/ISDA
          to be determined:      Determination/specify other]

     (v)  Party responsible for
          calculating the Rate
          of Interest and
          Interest Amount (if
          not the Agent):        [   ]

    (vi)  Screen Rate
          Determination:

          - Reference Rate:      [   ]
                                 (Either LIBOR, EURIBOR or other,
                                 although additional information is
                                 required if other - including the
                                 fallback provisions in the Agency
                                 Agreement)

          - Interest
            Determination
            Date(s):             [   ]
                                 (Second London business day prior
                                 to the start of each Interest
                                 Period if LIBOR other than euro
                                 LIBOR or Sterling LIBOR and first
                                 day of each Interest Period if
                                 Sterling LIBOR and second day on
                                 which the TARGET System is open
                                 prior to the start of each Interest
                                 Period if EURIBOR or euro LIBOR)

          - Relevant Screen
            Page:                [   ]
                                 (In the case of EURIBOR, if not
                                 Telerate 248 ensure it is a page
                                 which shows a composite rate)

    (vii) ISDA Determination:
          - Floating Rate
            Option:              [   ]
          - Designated Maturity: [   ]
          - Reset Date:          [   ]

   (viii) Margin(s):             [+ or -][   ] per cent. per annum

     (ix) Minimum Rate of
          Interest:              [   ] per cent. per annum

      (x) Maximum Rate of
          Interest               [   ] per cent. per annum

     (xi) Day Count Fraction:    [   ]

<PAGE>


    (xii) Fallback provisions,
          rounding provisions
          and any other terms
          relating to the method
          of calculating interest
          on Floating Rate Notes,
          if different from those
          set out in the
          Conditions:            [   ]

17.  Zero Coupon Note            [Applicable/Not Applicable]
     Provisions                  (If not applicable, delete the
                                 remaining sub-paragraphs of this
                                 paragraph)

      (i) Accrual Yield:         [   ] per cent. per annum

     (ii) Reference Price:       [   ]

    (iii) Any other formula/
          basis of determining
          amount payable:        [   ] (Consider applicable day count
                                 fraction if euro denominated)

     (iv) Day Count Fraction in
          relation to Early
          Redemption Amounts
          and late payment:      [Condition 6(e)(iii) and
                                 6(j)/specify other]

18.  Index Linked Interest       [Applicable/Not Applicable]
     Note Provisions             (If not applicable, delete the
                                 remaining sub-paragraphs of this
                                 paragraph)

      (i) Index/Formula:         [give or annex details]

     (ii) Calculation Agent
          responsible for
          calculating the
          principal and/or
          interest due:          [   ]

    (iii) Provisions for
          determining coupon
          where calculation by
          reference to Index
          and/or Formula is
          impossible or
          impracticable:         [   ]

     (iv) Specified Period(s)/
          Specified Interest
          Payment Dates:         [   ]

      (v) Business Day
          Convention:            [Floating Rate Convention/Following
                                 Business Day
                                 Convention/Modified Following
                                 Business Day
                                 Convention/Preceding Business Day
                                 Convention/specify other]

     (vi) Additional Business
          Centre(s):             [   ]

    (vii) Minimum Rate of
          Interest:              [   ] per cent. per annum

   (viii) Maximum Rate of
          Interest:              [   ] per cent. per annum

     (ix) Day Count Fraction:    [   ]
<PAGE>


19.  Dual Currency Note          [Applicable/Not Applicable]
     Provisions                  (If not applicable, delete the
                                 remaining sub-paragraphs of this
                                 paragraph)

      (i) Rate of Exchange/
          method of calculating
          Rate of Exchange:      [give details]

     (ii) Calculation Agent, if
          any, responsible for
          calculating the
          principal and/or
          interest payable:      [   ]

    (iii) Provisions applicable
          where calculation by
          reference to Rate of
          Exchange impossible or
          impracticable:         [   ]

     (iv) Person at whose option
          Specified Currency(ies)
          is/are payable:        [   ]

PROVISIONS RELATING TO REDEMPTION

20.  Issuer Call                 [Applicable/Not Applicable]
                                 (If not applicable, delete the
                                 remaining sub-paragraphs of this
                                 paragraph)

      (i) Optional Redemption
          Date(s):               [   ]

     (ii) Optional Redemption
          Amount(s) and method,
          if any, of calculation
          of such amount(s):     [   ]

    (iii) If redeemable in part:

         (a) Minimum Redemption
             Amount:             [   ]

         (b) Higher Redemption
             Amount:             [   ]

     (iv) Notice period (if
          other than as set out
          in the Conditions):    [   ]

21.  Investor Put                [Applicable/Not Applicable]
                                 (If not applicable, delete the
                                 remaining sub-paragraphs of this
                                 paragraph)

      (i) Optional Redemption
          Date(s):               [   ]

     (ii) Optional Redemption
          Amount(s) and method,
          if any, of calculation
          of such amount(s):     [   ]

    (iii) Notice period (if
          other than as set out
          in the Conditions):    [   ]

22.  Final Redemption Amount     [Par/specify other/see Appendix]
<PAGE>


23.  Early Redemption Amount(s)
     payable on redemption for
     taxation reasons or on event
     of default and/or the method
     of calculating the same (if
     required or if different from
     that set out in Condition
     6(e)):                      [   ]

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.  Form of Notes:              [Temporary Global Note exchangeable
                                 for a Permanent Global Note which
                                 is exchangeable for Definitive
                                 Notes on 60 days' notice given at
                                 any time] or
                                 [Exchangeable into Definitive Notes
                                 upon [specify notice period]]

25.  Additional Financial
     Centre(s) or other special  [Not Applicable/give details]
     provisions relating         (Note that this item relates to the
     to Payment Dates:           place of payment and not Interest
                                 Period end dates to which item
                                 16(iii) relates))

26.  Talons for future Coupons
     or Receipts to be attached
     to Definitive Notes (and
     dates on which such Talons
     mature):                    [Yes/N.  If yes, give details]

27.  Details relating to Party
     Paid Notes:  amount of
     each payment comprising the
     Issue Price and date on
     which each payment is to be
     made and consequences of
     failure to pay, including
     any right of the Issuer to
     forfeit the Notes and
     interest due on late
     payment:                    [Not Applicable/give details]

28.  Details relating to
     Instalment Notes:  amount
     of each instalment, date on
     which each payment is to be
     made:                       [Not Applicable/give details]

29.   Redenomination:            Redenomination [not] applicable
                                 (if Redenomination is applicable,
                                 specify either the applicable Fixed
                                 Day Count Fraction or any
                                 provisions necessary to deal with
                                 floating rate interest calculation
                                 (including alternative reference
                                 rates))

30.   Other terms or special     [Not Applicable/give details]
      conditions:

DISTRIBUTION

31.  (i) If syndicated, names
         of Managers:            [Not Applicable/give names]

    (ii) Stabilising Manager (if
         any):                   [Not Applicable/give name]
<PAGE>


32.  If non-syndicated, name of
     relevant Dealer:            [    ]

33.  Additional selling          [Not Applicable/give details]
     restrictions:

OPERATIONAL INFORMATION

34.  Any clearing system(s)
     other than Euroclear and
     Cedelbank and the relevant  [Not Applicable/give name(s) and
     identification number(s):   number (s)]

35.  Delivery:                   Delivery [against/free of] payment

36.  Additional Paying           [    ]
     Agent(s) (if any):

37.  If Paris Bourse listed,
     insert:                     [    ]

     (a) Sicovam SA number(s):   [insert name and address]

     (b) Paying Agent in
         France:

     (c)(i) address in Paris
            where relevant
            documents will be
            made available for
            inspection or receipt
            (free of charge):    [insert address]

       (ii) list of such
            documents
            available for
            inspection or
            receipt (free of
            charge):             [insert list]

     (d) Specialist broker:       [   ]

     (e) a summary in French of
         the principal terms of
         the issue
         (caracteristiques
         principales)

     (f) a statement in French
         signed manually by a
         person duly authorised
         on behalf of the Issuer
         and the relevant Dealer
         or, in the case of a
         syndicated issue of Notes,
         the relevant Lead Manager
         or other Dealer, accepting
         responsibility for the
         information contained in
         the Pricing Supplement, in
         the following form:

   PERSONNES QUI ASSUMENT LA RESPONSABILITE DE LA PRESENTE NOTE
D'INFORMATION COMPOSEE DE LA PRESENTE NOTE D'OPERATION (PRICING
SUPPLEMENT) [DE LA NOTE D'INFORMATION AYANT RECU DE LA COB LE VISA
NO. [  ] DU [DATE]] ET DU DOCUMENT DE BASE (OFFERING CIRCULAR) ET DU
DOCUMENT DE BASE ADDENDUM (OFFERING CIRCULAR ADDENDUM)

1. Au nom de l'emetteur

A la connaissance de l'emetteur, les donnees de la presente Note
d'Information sont conformes a la realite et ne comportent pas
d'omission de nature a en alterer la portee.

Aucun element nouveau [(autres que ceux mentionnes dans la presente
Note d'Operation) intervenu depuis:

-  le [  ], date du no. P99 - [  ] appose par la Commission des
Operations de Bourse sur le Document de Base,
<PAGE>


-  le [  ], date du no. P99 - [ ] appose par la Commission des
Operations de Bourse sur le Document de Base Addendum,
-  [le [  ], date du visa no. [  ] appose par la Commission des
Operations de Bourse sur la Note d'Information datee du [  ],]
n'est susceptible de affecter de maniere significative la situation
financiere de l'emetteur dans le contexte de la presente emission.

International Lease Finance Corporation

By___________________________
[Name and title of signatory]

2. Au no de la banque presentatrice

Personne assumant la responsabilite de la Note d'Information.

[name of the relevant Delaer/Lead Manager]

By___________________________
[Name and title of signatory]

   La notice legale sera publiee au Bulletin des Annonces Legales
                   Obligatoires (BALO) du [date].
                COMMISSION DES OPERATIONS DE BOURSE
  En vue de la cotation a Paris des obligations eventuellement
emises dans le cadre de ce Programme, et par application des
articles 6 et 7 de l'ordonnance no. 67-833 du 28 septembre 1967
telle que modifiee, la Commission des Operations de Bourse a
enregistre le Document de Base sous le no. P99 - [  ] du [date], le
Document de Base Addendum sous le no. P99 - [  ] du [date] et a
appose sur la presente Note d'Information le visa no. [  ] du
[date].
_________________________________
38. ISIN:                    [  ]
    Common Code:             [  ]
_________________________________
LISTING APPLICATION
   This Pricing Supplement comprises the details required to list
the issue of Notes described herein pursuant to the listing of the
U.S.$2,000,000,000 Euro Medium Term Note Programme of International
Lease Finance Corporation.

<PAGE>


RESPONSIBILITY

   The Issuer accepts responsibility for the information contained
in this Pricing Supplement.

   Signed on behalf of the Issuer:
   By_____________________________
   Duly authorised

   If the applicable Pricing Supplement specifies any modification
to the Terms and Conditions of the Notes as described herein, it is
envisaged that, to the extent that such modification relates only to
Conditions 1, 4, 5, 6 (except Condition 6(b), 10, 11, 12, 13
(insofar as such Notes are not listed on any stock exchange) or 15,
they will not necessitate the preparation of a supplement to the
Offering Circular.  If the Terms and Conditions of the Notes of any
Series are to be modified in any other respect, a supplement to the
Offering Circular will be prepared, if appropriate.

<PAGE>


SIGNATORIES

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first above written.

The Issuer

INTERNATIONAL LEASE FINANCE CORPORATION

By:  /s/ ALAN H. LUND
    -------------------------

     /s/  PAMELA S. HENDRY
    -------------------------


The Dealers

COMMERZBANK AKTIENGESELLSCHAFT

GOLDMAN SACHS INTERNATIONAL

LEHMAN BROTHERS INTERNATIONAL (EUROPE)

MERRILL LYNCH INTERNATIONAL

MORGAN STANLEY & CO. INTERNATIONAL LIMITED

SALOMON BROTHERS INTERNATIONAL LIMITED

SOCIETE GENERALE

UBS AG, acting through its division WARBURG DILLON READ

Each by its duly authorised signatory:

/s/ MARTIN GOLDBERG
------------------------

<PAGE>