Airplanes 8-K Other events

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934


For July 11, 2003
(Date of Earliest Event Reported)

AIRPLANES LIMITED	AIRPLANES U.S. TRUST
(Exact Name of Registrants as Specified in Memorandum of Association or Trust Agreement)
33-99970-01 (Commission File Number)	13-3521640 (IRS Employer Identification No.)
Airplanes Limited 22 Grenville Street St. Helier Jersey, JE4 8PX Channel Islands (011 44 1534 609 000)	Airplanes U.S. Trust 1100 North Market Street Rodney Square North Wilmington, Delaware 19890-0001 (1-302-651-1000)
(Addresses and Telephone Numbers, Including Area Codes, of Registrants' Principal Executive Offices)

Item 5.   Other Events

     Attached hereto as Exhibit A is a copy of a Report to Certificateholders dated July 11, 2003, sent to each holder of a Pass Through Certificate issued by Airplanes Pass Through Trust.

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SIGNATURE

     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.

	AIRPLANES LIMITED
Date: July 11, 2003	/s/ Roy M. Dantzic*
	Director and Officer
	AIRPLANES U.S. TRUST
Date: July 11, 2003	/s/ Roy M. Dantzic*
	Controlling Trustee and Officerr
	*By:	/s/ Gerard Hastings
		Attorney-in-Fact

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INDEX TO EXHIBITS

Exhibit A.	Report to Certificateholders
Exhibit B	Power of Attorney for Airplanes Limited
Exhibit C	Power of Attorney for Airplanes U.S. Trust

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