Exhibit B


     Attached hereto is a true and correct copy of a Power of Attorney given by
each of the persons signatory thereto.


                                                             /s/ John Banes
                                                             --------------
                                                                 John Banes


                                POWER OF ATTORNEY


     Each of the undersigned, being a Director and officer of Airplanes Limited,
hereby individually appoints Patrick Blaney, John Redmond, Michael Walsh, Pat
Dalton, Paul Farrell, Rose Hynes and Edward Hansom and each of them, acting on
behalf of AerFi Financial Services (Ireland) Limited, as Administrative Agent of
Airplanes Limited, his true and lawful attorney-in-fact and agent (each an
"Attorney-in-Fact"), with full power by power of attorney of substitution and
resubstitution, for him and in his name, place and stead, in his capacity as a
Director and an officer of Airplanes Limited, to sign each Report on Form 8-K
which will be filed at least monthly, provided that where any such Report on
Form 8-K is required to contain any information in addition to or other than a
copy of the relevant monthly report to certificate holders, the contents of such
Report on Form 8-K shall be notified to any one Director of Airplanes Limited
prior to the filing thereof, each such Report on Form 8-K containing a monthly
report to certificate holders to be filed monthly on or about the 15th day of
each month and each other Report on Form 8-K to be filed within the time
prescribed by the Securities and Exchange Commission (the "SEC") upon the
occurrence of certain events listed in the SEC rules and regulations with the
SEC and any amendments thereto, and to file the same with any exhibits thereto
and any other documents in connection therewith with the SEC, granting unto said
Attorney-in-Fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said Attorney-in-Fact, or his substitute, may lawfully
do or cause to be done by virtue hereof.





     IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be duly executed and delivered on the date indicated below.



Dated: 14 June 1999                             /s/ William M. McCann
                                                -----------------------------
                                                William M. McCann

                                  Witness:      /s/   A.Syvret
                                                -----------------------------

Dated: 14 June 1999                             /s/ Roy M. Dantzic
                                                -----------------------------
                                                Roy M. Dantzic

                                  Witness:      /s/   A.Syvret
                                                ------------------------------


Dated: 14 June 1999                             /s/ Hugh R. Jenkins
                                                -----------------------------
                                                Hugh R. Jenkins

                                  Witness:      /s/   A.Syvret
                                                ------------------------------


Dated: 14 June 1999                             /s/ Richard E. Cavanagh
                                                -----------------------------
                                                Richard E. Cavanagh

                                  Witness:      /s/  A.Syvret
                                                ------------------------------


Dated: 14 June 1999                             /s/ Brian T. Hayden
                                                -----------------------------
                                                Brian T. Hayden

                                  Witness:      /s/  A.Syvret
                                                -----------------------------