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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                         FORM 10 - Q
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended............June 30, 1997......

                              OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

For the transition period from ............ to ..............

Commission file number ....... 0-11350

               INTERNATIONAL LEASE FINANCE CORPORATION
     (Exact name of registrant as specified in its charter)

          CALIFORNIA                        22-3059110
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)           Identification No.)

1999 AVENUE OF THE STARS           LOS ANGELES, CALIFORNIA  90067
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code     
                    (310) 788-1999

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

          Yes ____X____                No__________

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

          Class               Outstanding at July 30, 1997
          -----               ----------------------------
COMMON STOCK, NO PAR VALUE              35,818,122

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

                         INDEX


Part I.   Financial Information:                         Page No.

   Item 1.  Financial Statements (Unaudited)

     Condensed Consolidated Balance Sheets 
          June 30, 1997 and December 31, 1996. . . . . . . . . .3

     Condensed Consolidated Statements of Income
          Three Months Ended June 30, 1997 and 1996. . . . . . .4

     Condensed Consolidated Statements of Income
          Six Months Ended June 30, 1997 and 1996. . . . . . . .5

     Condensed Consolidated Statements of Cash Flows
          Six Months Ended June 30, 1997 and 1996. . . . . . . .6

     Note to Condensed Consolidated Financial Statements . . . .8

   Item 2.  Management's Discussion and Analysis of the
            Financial Condition and Results of Operations. . . .9

Part II.  Other Information

   Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . 12

     Signatures. . . . . . . . . . . . . . . . . . . . . . . . 13

     Index to Exhibits . . . . . . . . . . . . . . . . . . . . 14

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     INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS
     (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>

<S>                                           <C>          <C>
                                              June 30,     December 31,
                                                  1997             1996
                                            ----------     ------------
                                            (Unaudited)                

ASSETS
Cash, including interest bearing accounts                        
  of $34,312 (1997) and $31,704 (1996)      $    46,931    $     36,558
Current income taxes receivable                  38,378          16,420
Notes receivable                                419,447         429,146
Net investment in finance and sales-
  type leases                                   100,562         103,629

Flight equipment under operating leases      15,880,065      13,674,996
  Less accumulated depreciation               1,694,281       1,492,222
                                             ----------      ----------
                                             14,185,784      12,182,774
                                             ----------      ----------

Deposits on flight equipment purchases          720,994         861,355
Accrued interest, other receivables
  and other assets                               60,363          50,895
Investments                                      18,716          18,099
Deferred debt issue costs-less
  accumulated amortization of $46,922
  (1997) and $43,537 (1996)                      27,154          26,720
                                             ----------      ----------
                                            $15,618,329     $13,725,596 
                                             ==========      ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued interest and other payables         $   219,186     $   219,111 
Debt financing, net of deferred debt
  discount of $24,280 (1997) and $22,749        
  (1996)                                     10,411,915       8,798,388 
Capital lease obligations                       949,596         995,872 
Security & other deposits on flight
  equipment                                     665,825         611,272 
Rentals received in advance                     144,429          77,107 
Deferred income taxes                           898,190         809,294 

SHAREHOLDERS' EQUITY
Preferred stock--no par value; 20,000,000
  authorized shares
Market Auction Preferred Stock, $100,000 per
  share liquidation value; Series A,B,C,D,E
  F,G and H (1997 and 1996) each having 500 
  shares issued and outstanding                 400,000         400,000 
Common stock--no par value; 100,000,000 
  authorized shares, 35,818,122 (1997
  and 1996) issued and outstanding                3,582           3,582 
Additional paid-in capital                      579,955         579,955 
Retained earnings                             1,345,651       1,231,015 
                                             ----------      ----------
                                              2,329,188       2,214,552 
                                             ----------      ----------
                                            $15,618,329     $13,725,596 
                                             ==========      ==========

</TABLE>
               
    SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
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    INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES 
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
        FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996 
                     (DOLLARS IN THOUSANDS)

<TABLE>

<S>                                         <C>             <C> 

                                              1997            1996
                                            ------          ------
                                                   (Unaudited)       

REVENUES:
     Rentals of flight equipment            $436,342        $356,697
     Flight equipment marketing               32,414          46,455
     Interest and other                       11,074          12,465
                                             -------         -------
                                             479,830         415,617
                                             -------         -------

EXPENSES:                                       
     Interest                                166,650         145,461
     Depreciation                            138,115         120,930
     Rent expense                             22,016          10,314
     Provision for overhaul                   25,177          20,047
     Selling, general & administrative         9,771           9,132
                                             -------         -------
                                             361,729         305,884
                                             -------         -------
INCOME BEFORE INCOME TAXES                   118,101         109,733
     Provision for income taxes               42,196          41,137
                                             -------         -------
NET INCOME                                  $ 75,905        $ 68,596
                                             =======         =======
</TABLE>

    SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

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     INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES 
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
        FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 
                     (DOLLARS IN THOUSANDS)

<TABLE>

<S>                                         <C>             <C> 
                                              1997            1996
                                            ------          ------
                                                   (Unaudited)       
REVENUES:
     Rentals of flight equipment            $834,800        $693,870
     Flight equipment marketing               38,170          69,618
     Interest and other                       22,684          23,340
                                             -------         -------
                                             895,654         786,828
                                             -------         -------

EXPENSES:                                       
     Interest                                314,086         280,551
     Depreciation                            266,151         233,834
     Rent expense                             43,386          20,828
     Provision for overhaul                   47,033          39,323
     Selling, general & administrative        20,926          19,110
                                             -------         -------
                                             691,582         593,646
                                             -------         -------
INCOME BEFORE INCOME TAXES                   204,072         193,182
     Provision for income taxes               72,739          71,683
                                             -------         -------
NET INCOME                                  $131,333        $121,499
                                             =======         =======

</TABLE>

    SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

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  INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 
                    (DOLLARS IN THOUSANDS)

<TABLE>

<S>                                          <C>             <C> 
                                                      1997            1996
                                                    ------          ------
                                                          (Unaudited)

OPERATING ACTIVITIES:
Net Income                                   $     131,333   $     121,499 
Adjustments to reconcile net income
   to net cash provided by operating activities:
     Depreciation of flight equipment              266,151         233,834 
     Deferred income taxes                          88,896          89,163 
     Amortization of deferred debt 
     issue costs                                     4,354           4,620 
     Gain on sale of flight equipment
        included in amount financed                 (5,428)         (2,262)
     Increase in notes receivable                     (712)        (59,836)
     Equity in net (income) loss of affiliates        (617)           (485)
Changes in operating assets and liabilities:
     (Increase) decrease in accrued interest,
        other receivables and other assets          (9,468)          5,275 
     Increase in current income taxes receivable   (21,958)        (20,936)
     Increase (decrease) in accrued interest and
        other payables                                  75         (23,451)
     Increase in rentals received in advance        67,322           4,743 
                                              ------------    ------------
Net cash provided by operating activities          519,948         352,164 
                                              ------------    ------------

INVESTING ACTIVITIES:
Acquisition of flight equipment
   for operating leases                         (2,534,866)     (1,941,942)
Decrease (increase) in deposits and
   progress payments                               140,361        (177,693)
Proceeds from disposal of flight
   equipment-net of gain                           242,637         335,646 
Collections on notes receivable                     38,109          27,392 
Collections on finance and sales-type leases         3,865           3,044 
                                              ------------    ------------
Net cash used in investing activities           (2,109,894)     (1,753,553)
                                              ------------    ------------

FINANCING ACTIVITIES:
Proceeds from debt financing                     4,170,657       2,826,327 
Payments in reduction of debt financing         (2,601,874)     (1,540,820)
Debt issue costs                                    (4,789)         (2,853)
Change in unamortized debt discount                 (1,531)         (6,207)
Increase in customer deposits                       54,553          93,038 
Payment of common and preferred dividends          (16,697)        (21,680)
                                              ------------    ------------
Net cash provided by financing activities        1,600,319       1,347,805 
                                              ------------    ------------
Increase (decrease) in cash                         10,373         (53,584)
Cash at beginning of period                         36,558          87,097 
                                              ------------    ------------
Cash at end of period                        $      46,931   $      33,513 
                                               ===========    ============

</TABLE>

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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

<TABLE>

<S>                                         <C>             <C> 
                                              1997            1996
                                            ------          ------
                                            (Dollars in thousands)
                                                 (Unaudited)      

Cash paid during the period for:
   Interest (net of amount capitalized
      $23,455 (1997)and $24,643 (1996))     $ 296,868       $ 274,683
   Income taxes                                 5,801           3,456

</TABLE>

1997:
   Notes and finance and sales-type leases in the amount of
$28,495 were received as partial payment in exchange for flight
equipment sold with a book value of $23,069.

1996:
   Notes in the amount of $80,390 were received as partial
payment in exchange for flight equipment sold with a book value
of $78,128.

    SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

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     INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
        NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           JUNE 30, 1997 
                            (UNAUDITED)




A. The accompanying unaudited condensed consolidated financial
   statements have been prepared in accordance with generally
   accepted accounting principles for interim financial
   information and in accordance with the instructions to Form
   10-Q and Article 10 of Regulation S-X.  Accordingly, they do
   not include all of the information and footnotes required by
   generally accepted accounting principles for complete
   financial statements.  In the opinion of management, all
   adjustments (consisting only of normal recurring accruals)
   considered necessary for a fair presentation have been
   included.   Certain reclassifications have been made to the
   1996 condensed consolidated financial statements to conform to
   the 1997 presentation.  Operating results for the three and
   six month periods ended June 30, 1997 are not necessarily
   indicative of the results that may be expected for the year
   ended December 31, 1997.  For further information, refer to
   the consolidated financial statements and footnotes thereto
   included in the Company's annual report on Form 10-K, as 
   amended by Form 10-K/A, for the year ended December 31, 1996.

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     INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL CONDITION 
 
   The Company borrows funds for the purchase of flight equipment, 
including the making of progress payments during the construction
phase, principally on an unsecured basis from various sources.  The
Company's debt financing was comprised of the following at the 
following dates: 

<TABLE>

<S>                                       <C>            <C> 
                                            June 30,       December 31,
                                                1997              1996
                                          ----------     -------------
                                             (Dollars in thousands)

   Public term debt with single
     maturities                          $ 4,100,000     $ 3,500,000 
   Public medium-term notes with
     varying maturities                    2,942,965       2,563,720 
   Capital lease obligations                 949,596         995,872 
                                           ---------       ---------
     Total term debt                       7,992,561       7,059,592 

   Commercial paper                        3,393,230       2,757,417 
   Less: Deferred debt discount              (24,280)        (22,749)
                                          ----------      ----------
     Total Debt Financing                $11,361,511     $ 9,794,260 
                                          ==========      ==========

   Composite interest rate                      6.32%           6.23%
   Percentage of total debt at fixed rates     67.26%          68.95%
   Composite interest rate on fixed rate 
     debt                                       6.63%           6.58%
   Bank prime rate                              8.50%           8.25%

</TABLE>

   The interest on substantially all the public debt (exclusive
of the commercial paper) is fixed for the term of the note.  The
Company has committed revolving loans and lines of credit with 46
banks aggregating $2.65 billion and uncommitted lines of credit
with three banks for varying amounts mutually agreed to by the
Company and the banks.  Bank debt principally provides for
interest rates that vary according to the pricing option then in
effect and range from prime to .20% over LIBOR, at the Company's
option. Bank financings are subject to facility fees of up to
 .08% of amounts available. 
   The Company has an effective shelf registration with respect
to $2.09 billion of debt securities, under which $500 million of
notes were sold through June 30, 1997.  Additionally, a $750
million Medium Term Note Program has been implemented under the
shelf registration, under which $605 million has been sold
through June 30, 1997. Subsequent to June 30, 1997, the Medium-
Term Note Program was increased by $240 million to $990 million
available, under which $750 million had been sold through July
31, 1997.
   The Company believes that the combination of internally
generated funds and debt financing currently available to the
Company will allow the Company to meet its capital requirements 
for at least the next 12 months.

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    INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS-Three months ended June 30, 1997 versus
1996.

   The increase in revenues from the rentals of flight equipment
from $356.7 million in 1996 to $436.3 million in 1997, a 22%
increase, is attributable, in part, to the increase in the volume
of flight equipment subject to operating leases from 302 at June
30, 1996, to 349 at June 30, 1997, a 16% increase. The increase
is also attributable to the increase in the relative cost of the
fleet from $13.4 billion in 1996 to $15.9 billion in 1997, a 19%
increase.
   In addition to its leasing operations, the Company actively
engages in the marketing of flight equipment from its own
portfolio as well as on a principal and commission basis. Revenue
from such flight equipment marketing decreased from $46.5 million
in 1996 to $32.4 million in 1997 as a result of the nature of the
related flight equipment marketed. Flight equipment marketing
revenue consisted of the following number of transactions in each
period:

                                                 1997       1996
                                                 ----       ----
      Sales of flight equipment                     -          1
      Commissions                                   2          2
      Disposition of leased flight equipment       11          15

   Expenses as a percentage of total revenues increased to 75.4%
in the second quarter of 1997 compared to 73.6% in the second
quarter of 1996.  Interest expense increased from $145.5 million
in 1996 to $166.7 million in 1997 primarily as a result of an
increase in gross debt outstanding at quarter end from $10.2
billion at 1996 to $11.4 billion at 1997 to finance aircraft
acquisitions.  In addition, the Company's composite borrowing
rate fluctuated as follows:

                                                        Increase/
                                     1997      1996     (Decrease) 
                                                                 
    Beginning of Quarter             6.20%     6.31%       (.11%)
    End of Quarter                   6.32%     6.22%         .10% 
                                     ----      ----        ------
    Average                          6.26%     6.27%       (.01%)
    
   Depreciation of flight equipment increased from $120.9 million
in 1996 to $138.1 million in 1997 due to the addition of
aircraft.
   Rent expense increased from $10.3 million in 1996 to $22.0
million in 1997 as a result of a sale-leaseback transaction for
seven aircraft completed in September 1996.  Currently, fourteen
aircraft are subject to sale-leaseback transactions.
   Provision for overhauls increased from $20.0 million in 1996
to $25.2 million in 1997 due to an increase in the number of
aircraft from which the Company collects overhaul reserves and,
therefore, an increase in the total number of hours flown for
which an overhaul reserve is provided.  

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    INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS-Six months ended June 30, 1997 versus 1996.

   The increase in revenues from the rentals of flight equipment
from $693.9 million in 1996 to $834.8 million in 1997, a 20%
increase, is attributable, in part, to the increase in the volume
of flight equipment subject to operating leases from 302 at June
30, 1996, to 349 at June 30, 1997, a 16% increase. The increase is
also attributable to the increase in the relative cost of the fleet
from $13.4 billion in 1996 to $15.9 billion in 1997, a 19%
increase.
   In addition to its leasing operations, the Company actively
engages in the marketing of flight equipment from its own portfolio
as well as on a principal and commission basis.  Revenue from such
flight equipment marketing decreased from $69.6 million in 1996 to
$38.2 million in 1997, as a result of the nature of the related
flight equipment marketed.  Flight equipment marketing revenue
consisted of the following number of transactions in each period:

                                              1997       1996 
                                              ----       ----    
       Sales of flight equipment                -          1 
       Commissions                              6          8 
       Disposition of leased flight equipment  14         21 
     

   Expenses as a percentage of total revenues increased to 77.2%
in the first six months of 1997 compared to 75.4% in the first
six months of 1996.  Interest expense increased from $280.6
million in 1996, to $314.1 million in 1997 primarily as a result
of an increase in gross debt outstanding at the six months ended
from $10.2 billion at 1996 to $11.4 billion in 1997 to finance
aircraft acquisitions.  In addition, the Company's composite
borrowing rate fluctuated as follows:

                                                       Increase/
                                       1997     1996  (Decrease)
                                       ----     ----   --------

        Beginning of six months        6.23%    6.47%    (.24%)
        End of six months              6.32%    6.22%     .10%
                                       -----    -----   -------
        Average                        6.28%    6.35%    (.07%)

   Depreciation of flight equipment increased from $233.8 million
in 1996 to $266.2 million in 1997 due to the addition of aircraft.
   Rent expense increased from $20.8 million in 1996 to $43.4
million in 1997 as a result of a sale-leaseback transaction for
seven aircraft completed in September 1996. Currently, fourteen
aircraft are subject to  sale-leaseback transactions.
   Provision for overhauls increased from $39.3 million in 1996 to
$47.0 million in 1997 due to an increase in the number of aircraft
on which the Company collects overhaul reserves and therefore an
increase in the number of hours flown for which an overhaul reserve
is provided.  
   
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                     PART II. OTHER INFORMATION 


   Item 6.   Exhibits and Reports on Form 8-K 

        a)   Exhibits:  

             12.   Computation of Ratios of Earnings to Fixed
                   Charges and Preferred Stock Dividends
 
             27.   Financial Data Schedule

        b)   Reports on Form 8-K: 
             
             1.     Form 8-K, event date April 15, 1997 (Item 7)
             2.     Form 8-K, event date April 17, 1997 (Item 4)
             3.     Form 8-K, event date April 29, 1997 (Item 7)
             4.     Form 8-K, event date May 14, 1997 (Item 7)
             5.     Form 8-K, event date May 21, 1997 (Item 7)
             6.     Form 8-K, event date June 17, 1997 (Item 7)

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                            SIGNATURES

        Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

              INTERNATIONAL LEASE FINANCE CORPORATION




   August 12, 1997                /S/ Leslie L. Gonda
                                        LESLIE L. GONDA 
                                        Chairman of the Board 




   August 12, 1997                /S/ Pamela S. Hendry   
                                        PAMELA S. HENDRY
                                        Vice President 
                                        and Treasurer
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    INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES 

                        INDEX TO EXHIBITS

Exhibit No.
  
12           Computation of Ratios of Earnings to Fixed Charges
             and Preferred Stock Dividends

27           Financial Data Schedule

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