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





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                               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.





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     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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