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


                               February 11, 2000
                       (Date of Earliest Event Reported)


         AIRPLANES LIMITED                         AIRPLANES U.S. TRUST
 (Exact Name of Registrants as Specified in Memorandum of Association or Trust
                                   Agreement)


         Jersey, Channel Islands                      Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

         33-99970-01                                  13-3521640
         (Commission File                             (IRS Employer
         Number)                                      Identification No.)


         Airplanes Limited                            Airplanes U.S. Trust
         22 Grenville Street                          1100 North Market Street
         St. Helier                                   Rodney Square North
         Jersey, JE4 8PX                              Wilmington, Delaware
         Channel Islands                              19890-0001
         (011 44 1534 609 000)                        (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 February 15, 2000, sent to each holder of a Pass Through Certificate
issued by Airplanes Pass Through Trust.

                                       2



                                   SIGNATURES

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

                                          AIRPLANES LIMITED


Date: February 11, 2000                   /s/ Roy M. Dantzic*
                                          -----------------------
                                          Director and Officer


Date: February 11, 2000                   AIRPLANES U.S. TRUST


                                          /s/ Roy M . Dantzic*
                                          -----------------------
                                          Controlling Trustee
                                          and Officer


                                          *By: /s/ Michael Walsh
                                              -------------------
                                            Attorney-in-Fact

                                       3




                                 EXHIBIT INDEX

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

                                       4