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


                                  May 14, 2001
                        (Date of Earliest Event Reported)


                         MORGAN STANLEY AIRCRAFT FINANCE

           (Exact Name of Registrant as Specified in Trust Agreement)


                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

         333-56575                                          13-3375162
    (Commission File Number)                   (IRS Employer Identification No.)


                         Morgan Stanley Aircraft Finance
                          c/o Wilmington Trust Company
                            1100 North Market Street
                               Rodney Square North
                         Wilmington, Delaware 19890-1000
                    Attention: Corporate Trust Administration
                                 (302) 651-1000

             (Address and Telephone Number, Including Area Code, of
                    Registrant's Principal Executive Office)












Item 5.           Other Events


                  Attached hereto as Exhibit A is a copy of a Monthly Report to
Noteholders dated May 11, 2001 sent to each holder of Notes due March 15, 2023
of Morgan Stanley Aircraft Finance.







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                                   SIGNATURES


     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 hereto duly authorized.


                                            MORGAN STANLEY AIRCRAFT FINANCE


Date:    May 14, 2001                       By: /s/ Alexander Frank
                                               ---------------------------------
                                                     Signatory Trustee







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                                  EXHIBIT INDEX


Exhibit A                  -        Report to Noteholders




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