Exhibit A
INDEPENDENT AUDITORS' REPORT

To the Trustees of
Morgan Stanley Aircraft Finance and Subsidiaries

We have audited the accompanying Schedule of Net Assets Acquired of Morgan
Stanley Aircraft Finance and Subsidiaries (the "Group"), a wholly owned
subsidiary of Morgan Stanley Dean Witter & Co. (the "Company"), as of March 15,
2000 (the "Schedule"). A subsidiary of the Company had previously purchased the
portfolio of aircraft from International Lease Finance Corporation, Los Angeles,
California as described in Note 1 to the Schedule. This Schedule is the
responsibility of the Group's management. Our responsibility is to express an
opinion on the Schedule based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the Schedule
is free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Schedule. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the schedule of
net assets acquired. We believe that our audit provides a reasonable basis for
our opinion.

The accompanying Schedule was prepared for the purpose of complying with
Rule 3-05 of Regulation S-X of the Securities and Exchange Commission as
described in Note 1 to the Schedule.

In our opinion, such Schedule of Net Assets Acquired presents fairly, in
all material respects, the net assets acquired by the Group at March 15, 2000 in
conformity with accounting principles generally accepted in the United States of
America.

/s/ Deloitte & Touche LLP
New York, New York
May 18, 2000

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
SCHEDULE OF NET ASSETS ACQUIRED
As of March 15, 2000
(Dollars in thousands)

Assets Acquired:
Aircraft under operating leases, at cost ....... $ 996,112
---------------
Total assets acquired............................... $ 996,112
===============

Liabilities Assumed:

Liability for maintenance....................... $ 49,707
Other liabilities............................... 10,588
Deferred rental income.......................... 8,524
---------------
Total liabilities assumed........................... 68,819
---------------
Net assets acquired................................. $ 927,293
===============

See notes to the Schedule of Net Assets Acquired.

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE SCHEDULE OF NET ASSETS ACQUIRED

Note 1 - Basis of Presentation

On March 15, 2000, Morgan Stanley Aircraft Finance and Subsidiaries ("MSAF
group") acquired a portfolio of 26 aircraft (the "Aircraft") from a subsidiary
of Morgan Stanley Dean Witter & Co. ("MSDW"). MSDW had previously acquired the
Aircraft from International Lease Finance Corporation ("ILFC") on August 10,
1999. The staff of the Securities and Exchange Commission has deemed the
purchase of the Aircraft by MSAF group to be an acquisition of a business as
defined in Rule 3-05 of Regulation S-X.

The Schedule of Net Assets Acquired has been prepared to comply with Rule
11-01 of Regulation S-X of the Securities and Exchange Commission. MSAF group is
unable to obtain the necessary historical financial data from ILFC, as the
Aircraft are not a separate business to ILFC but rather individual aircraft from
its portfolio of aircraft owned and leased to third parties. In addition,
information related to the historical cost of the Aircraft is considered to be
confidential information by ILFC.

Note 2 - Aircraft Under Operating Leases

Aircraft under operating leases are stated at the cost paid by MSAF group
to a subsidiary of MSDW to acquire the Aircraft. Such amount was equal to the
subsidiary of MSDW's book value as of March 15, 2000 (i.e. the purchase price
paid to ILFC on August 10, 1999 less accumulated depreciation through March 15,
2000).

Note 3 - Liabilities Assumed

The liabilities assumed by MSAF group, consisting of security deposits,
unearned rental income, maintenance liabilities and liabilities associated with
certain interest rate swaps, were acquired from the subsidiary of MSDW and are
stated at the book value of such subsidiary as of March 15, 2000.

Note 4 - Additional Aircraft Purchase

On May 1, 2000, MSAF group acquired one additional aircraft from a
subsidiary of MSDW. This aircraft was previously purchased by MSDW from ILFC in
August 1999, but is not included in the accompanying Schedule of Net Assets
Acquired. The book value of this aircraft was approximately $20.5 million at the
date of purchase.

INDEPENDENT AUDITORS' REPORT

To the Trustees of
Morgan Stanley Aircraft Finance and Subsidiaries

We have audited the accompanying Schedule of Direct Revenues and Expenses
(Related to 27 aircraft purchased from a subsidiary of Morgan Stanley Dean
Witter & Co. ("MSDW")) of Morgan Stanley Aircraft Finance and Subsidiaries (the
"Group"), a wholly owned subsidiary of MSDW, for the period from August 11, 1999
through November 30, 1999 (the "Schedule"). MSDW had previously purchased the
Aircraft from International Lease Finance Corporation, Los Angeles, California
as described in Note 1 to this Schedule. This Schedule is the responsibility of
Group's management. Our responsibility is to express an opinion on the Schedule
based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the Schedule
is free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Schedule. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the Schedule.
We believe that our audit provides a reasonable basis for our opinion.

The accompanying Schedule was prepared for the purpose of complying with
Rule 3-05 of Regulation S-X of the Securities and Exchange Commission as
described in Note 1 to the Schedule.

As described in Note 1, the Schedule was prepared on the basis of cash
receipts and cash disbursements, which is a comprehensive basis of accounting
other than accounting principles generally accepted in the United States of
America.

In our opinion, such Schedule presents fairly, in all material respects,
the direct revenues and expenses of Group for the period from August 11, 1999
through November 30, 1999 on the basis of accounting described in Note 1.

/s/ Deloitte & Touche LLP
New York, New York
May 18, 2000

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
SCHEDULES OF DIRECT REVENUES AND EXPENSES
(RELATED TO 27 AIRCRAFT PURCHASED FROM A SUBSIDIARY OF MSDW)

Period From Year Ended
Period from August 11, January 1, 1999 Eleven December 31, Year Ended
1999 to to August 10, 1999 Months Ended 1998 December 31, 1997
November 30, 1999 (predecessor) November 30, 1999(1) (predecessor) (predecessor)
---------------------- ------------------ -------------------- ------------- -----------------

(Dollars in thousands)
Direct revenues
Lease income .................. $ 29,415 $ 76,603 $106,018 $127,012 $147,219
======== ======== ======== ======== ========
Direct Expenses
Maintenance and other
aircraft related costs ........ $ 5 $ 6,091 $ 6,096 $ 5,833 $ 3,212
Service provider and other
fees .......................... 1,106 -- 1,106 -- --
-------- -------- -------- -------- --------
Total direct expenses .. $ 1,111 $ 6,091 $ 7,202 $ 5,833 $ 3,212
======== ======== ======== ======== ========

(1) For informational purposes only.

See notes to the Schedules of Direct Revenues and Expenses.

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE SCHEDULES OF DIRECT REVENUES AND EXPENSES
(RELATED TO 27 AIRCRAFT PURCHASED FROM A SUBSIDIARY OF MSDW)

Note 1 - Basis of Presentation

On March 15, 2000, Morgan Stanley Aircraft Finance ("MSAF group") acquired
a portfolio of 26 aircraft from a subsidiary of Morgan Stanley Dean Witter & Co.
("MSDW"). In May 2000, MSAF group acquired one additional aircraft from a
subsidiary of MSDW. MSDW had previously acquired all 27 of these aircraft (the
"Aircraft") from International Lease Finance Corporation ("ILFC") on August 10,
1999. The staff of the Securities and Exchange Commission has deemed the
purchase of the Aircraft by MSAF group to be an acquisition of a business as
defined in Rule 3-05 of Regulation S-X. The accompanying Schedules presents the
historic direct revenues and direct expenses generated by the Aircraft prior to
their acquisition by MSAF group.

The Schedules of Direct Revenues and Expenses (Related to 27 Aircraft
Purchased from a Subsidiary of MSDW) have been prepared to comply with Rule
11-01 of Regulation S-X of the Securities and Exchange Commission. MSAF group is
unable to prepare full financial statements of the Aircraft acquired since the
necessary historical financial data could not be obtained from ILFC. The
Aircraft are not a separate business to ILFC but rather individual aircraft from
its portfolio of aircraft owned and leased to third parties. Consequently, there
is no practical method of separating the operating expenses, financing and other
costs for the Aircraft. In addition, information related to the historical cost
of the Aircraft is considered to be confidential information by ILFC.

The Schedules of Direct Revenues and Expenses (Related to 27 Aircraft
Purchased from a Subsidiary of MSDW) presents the information indicated on the
basis of cash receipts and cash disbursements, which is a comprehensive basis of
accounting other than accounting principles generally accepted in the United
States of America. The Schedules are not intended to be a complete presentation
of the revenue and expenses related to the Aircraft.

Note 2 - Lease Revenues

The Aircraft are leased to certain third parties under operating leases.
In certain cases, leases provide for additional rent based on usage. For
purposes of the accompanying Schedules, all rentals are reported on the basis of
cash received.

Note 3 - Service Provider and Other Fees

Under the terms of a servicing agreement (the "Agreement"), ILFC is
performing certain aircraft related activities with respect to the Aircraft,
including marketing the Aircraft for lease or sale and monitoring lessee
compliance with lease terms. From August 11, 1999 to November 30, 1999,
MSDW paid certain fees to ILFC in accordance with the terms of the Agreement.
Prior to August 10, 1999, the Aircraft were owned by ILFC and such aircraft
related activities were performed internally. Accordingly, service provider and
other fees are only included in the accompanying Schedules for the period
between August 11, 1999 and November 30, 1999.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and the Board of Directors
International Lease Finance Corporation

We have audited the accompanying Consolidated Schedule of Rental of Flight
Equipment and Overhaul Reimbursements (Related to 27 Aircraft Sold to
Subsidiaries of Morgan Stanley Dean Witter & Co.) of International Lease Finance
Corporation and Subsidiaries for the seven month and ten day period ended August
10, 1999 and the years ended December 31, 1998 and 1997 (the "Schedule"). This
Schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this Schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the Schedule
is free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the Schedule. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall Schedule presentation. We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the Schedule referred to above presents fairly, in all
material respects, the rental of flight equipment and overhaul reimbursements
arising from cash transactions (related to 27 Aircraft Sold to Subsidiaries of
Morgan Stanley Dean Witter & Co.) of International Lease Finance Corporation and
Subsidiaries for the seven month and ten day period ended August 10, 1999 and
for the years ended December 31, 1998 and 1997, on the basis of accounting
described in Note 1.

/s/ PricewaterhouseCoopers LLP
Los Angeles, CA
April 24, 2000

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF RENTAL OF FLIGHT EQUIPMENT AND
OVERHAUL REIMBURSEMENTS
(RELATED TO 27 AIRCRAFT SOLD TO SUBSIDIARIES OF
MORGAN STANLEY DEAN WITTER & CO.)

For the Seven
Month and
Ten Day Period Ended For the Years Ended December 31
August 10, 1999 1998 1997
--------------- ---- ----

(Dollars in thousands)

Rental of flight equipment.................... $ 76,603 $ 127,012 $ 147,219
=========== ============ ============

Overhaul reimbursements paid to lessees....... $ 6,091 $ 5,833 $ 3,212
=========== ============ ============

See notes to the Consolidated Schedule.

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF RENTAL OF FLIGHT EQUIPMENT
AND OVERHAUL REIMBURSEMENTS
(RELATED TO 27 AIRCRAFT SOLD TO SUBSIDIARIES OF
MORGAN STANLEY DEAN WITTER & CO.)

Note 1 - Basis of Presentation

On August 10, 1999 International Lease Finance Corporation ("ILFC") sold 1
aircraft to MSA IV and 26 aircraft to MSA V. MSA IV and V are indirectly wholly
owned subsidiaries of Morgan Stanley Dean Witter & Co. MSA IV and V are
hereinafter referred to as "Subsidiaries of Morgan Stanley Dean Witter & Co."
The Consolidated Schedule of Rental of Flight Equipment and Overhaul
Reimbursements (Related to 27 Aircraft Sold to Subsidiaries of Morgan Stanley
Dean Witter & Co.) has been prepared to assist Morgan Stanley Aircraft Finance,
a third party, obtain information on the purchase of a business in compliance
with Rule 11-01 of Regulation S-X as requested by the staff of the Securities
and Exchange Commission. All information presented relates only to the aircraft
sold to Subsidiaries of Morgan Stanley Dean Witter & Co., International Lease
Finance Corporation ("ILFC") is unable to prepare full financial statements of
the aircraft sold to the subsidiaries of Morgan Stanley Dean Witter & Co. since
the aircraft sold are not a separate business to ILFC but rather individual
aircraft from its portfolio of aircraft owned and leased to third parties.
Consequently, there is no practical method of separating the operating expenses,
financing and other costs for these aircraft. In addition, information related
to the historical cost of the aircraft is considered to be confidential
information by ILFC.

The Consolidated Schedule of Rental of Flight Equipment Overhaul Rent and
Overhaul Reimbursements (Related to 27 Aircraft Sold to Subsidiaries of Morgan
Stanley Dean Witter & Co.) presents the information indicated on the basis of
cash receipts and cash disbursements, which is a comprehensive basis of
accounting other than accounting principles generally accepted in the United
States of America, and is consolidated from the various operating subsidiaries
of ILFC. There were no inter-company items to be eliminated. The Schedule is not
intended to be a complete presentation of ILFC's revenue and expenses related to
the 27 aircraft sold. Proration of cash rental payments received and payment of
those amounts to the purchasers during the settlement of the sale of the 27
aircraft has not been reflected in the amounts reported.

Note 2 - Rental of Flight Equipment

ILFC, as lessor, leases flight equipment principally under operating
leases. In certain cases, leases provide for additional rent based on useage.
For purposes of this schedule, all rentals are reported on the basis of cash
received.

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
SCHEDULES OF DIRECT REVENUES AND EXPENSES (RELATED TO 27 AIRCRAFT
PURCHASED FROM A SUBSIDIARY OF MSDW)
(UNAUDITED)

Three Months Three Months
Ended Ended
February 29, 2000 February 28, 1999
------------------ -------------------
(Dollars in thousands)
Direct revenues

Lease income............................................ $ 31,276 $ 28,372
========== ==========

Direct Expenses
Maintenance and other aircraft related costs............ $ 2 $ 4,412
Service provider and other fees......................... $ 1,196 $ --
---------- ----------
Total direct expenses................................... $ 1,198 $ 4,412
========== ==========

See notes to the Schedules of Direct Revenues and Expenses

MORGAN STANLEY AIRCRAFT FINANCE AND SUBSIDIARIES
NOTES TO THE SCHEDULES OF DIRECT REVENUES AND EXPENSES
(RELATED TO 27 AIRCRAFT PURCHASED FROM A SUBSIDIARY OF
MORGAN STANLEY DEAN WITTER & CO.)

Note 1 - Basis of Presentation

Note 2 - Lease Revenues

Note 3 - Service Provider and Other Fees

Under the terms of a servicing agreement (the "Agreement"), ILFC is
performing certain aircraft related activities with respect to the Aircraft,
including marketing the Aircraft for lease or sale and monitoring lessee
compliance with lease terms. In the three month period ended February 29, 2000,
MSDW paid certain fees to ILFC in accordance with the terms of the Agreement.
Prior to August 10, 1999, the Aircraft were owned by ILFC and such aircraft
related activities were performed internally. Accordingly, service provider and
other fees are not included in the accompanying schedules for the three month
period ended February 28, 1999.