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
February 11, 1999
(Date of Earliest Event Reported)
AIRPLANES LIMITED AIRPLANES U.S. TRUST
(Exact Name of Registrants as Specified in Memorandum of Association or Trust
Agreement)
Jersey, Channel Islands Delaware
(State or Other Jurisdiction of Incorporation or Organization)
33-99970-01 13-3521640
(Commission File (IRS Employer
Number) Identification No.)
Airplanes Limited Airplanes U.S. Trust
22 Grenville Street 1100 North Market Street
St. Helier Rodney Square North
Jersey, JE4 8PX Wilmington, Delaware
Channel Islands 19890-0001
(011 44 1534 609 000) (1-302-651-1000)
(Addresses and Telephone Numbers, Including Area Codes, of
Registrants' Principal Executive Offices)
Item 5. Other Events
Attached hereto as Exhibit A is a copy of a Report to
Certificateholders dated February 11, 1999, sent to each holder of a Pass
Through Certificate issued by Airplanes Pass Through Trust.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
AIRPLANES LIMITED
Date: February 11, 1999 /s/ Roy M. Dantzic*
-------------------
Director and Officer
Date: February 11, 1999 AIRPLANES U.S. TRUST
/s/ Roy M . Dantzic*
--------------------
Controlling Trustee
and Officer
*By: /s/ Michael Walsh
------------------
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit 99.A - Report to Certificateholders
Exhibit 99.B - Power of Attorney for Airplanes Limited
Exhibit 99.C - Power of Attorney for Airplanes U.S. Trust