Exhibit C


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




                                                /s/ Vivian Fu
                                                --------------------------
                                                Vivian Fu








                               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



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


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



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