Exhibit C


     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 Controlling Trustee and officer of
Airplanes U.S. Trust, 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 U.S. Trust, his true and lawful
attorney-in-fact and agent (each an "Attorney- in-Fact"), with full power of
substitution and resubstitution, for him and in his name, place and stead, in
his capacity as a Controlling Trustee and an officer of Airplanes U.S. Trust 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
Controlling Trustee of Airplanes U.S. Trust 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 the 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
                                                 ------------------------------




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