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


                                  May 14, 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 May 13, 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: May 14, 1999                            /s/ Roy M. Dantzic*
                                               -------------------
                                               Director and Officer


Date: May 14, 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 A                  -        Report to Certificateholders
Exhibit B                  -        Power of Attorney for Airplanes Limited
Exhibit C                  -        Power of Attorney for Airplanes U.S. Trust





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