Exhibit C

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




                                             /s/ Janet Anderson
                                             -------------------------
                                             Janet Anderson




                               POWER OF ATTORNEY

         Each of the undersigned, being a Controlling Trustee and officer of
Airplanes U.S. Trust, hereby individually appoints Patrick Blaney, John
Tierney, Brian McLoghlin, Declan Treacy, Richard Pierce, John Redmond, Michael
Walsh and Rose Hynes and each of them, acting as an officer of GPA Financial
Services (Ireland) Limited, as Administrative Agent of Airplanes U.S, 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 SEC upon the occurrance of certain events listed in the SEC
rules and regulations with the Securities and Exchange Commission (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.







Dated: 24 June 1996                          /s/ Roy. M. Dantzic
                                             ---------------------------
                                             Roy M. Dantzic
                                             Controlling Trustee





                                             /s/ William A. Franke
                                             ---------------------------
                                             William A. Franke
                                             Controlling Trustee





                                             /s/ Hugh R. Jenkins
                                             ---------------------------
                                             Hugh R. Jenkins
                                             Controlling Trustee





                                             /s/ William M. McCann
                                             ---------------------------
                                             William M. McCann
                                             Controlling Trustee





                                             /s/ Edward J. Hansom
                                             ---------------------------
                                             Edward J. Hansom
                                             Controlling Trustee