Exhibit C


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




                                             /s/ Mona Patel
                                             ---------------------
                                             Mona Patel



                             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.  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 SEC
upon the occurrence 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