EXHIBIT B


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


                                                                 /s/ John Banes
                                                                 --------------
                                                                     John Banes


                               POWER OF ATTORNEY


          Each of the undersigned, being a Director and officer of Airplanes
Limited, 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 Limited, 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 Director and an officer of Airplanes Limited, 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 Director of Airplanes Limited 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.

          IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be duly executed and delivered on the date indicated below.



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

                                    Witness:          /s/    A.Syvret


Dated: 24 June 1996                                   /s/ William A. Franke
                                                      ---------------------
                                                      William A. Franke

                                    Witness:          /s/ A.Syvret



Dated: 24 June 1996                                   /s/ Hugh R. Jenkins
                                                      ---------------------
                                                      Hugh R. Jenkins

                                    Witness:          /s/ A.Syvret



Dated: 24 June 1996                                   /s/ William M. McCann
                                                      ---------------------
                                                      William M. McCann

                                    Witness:          /s/ A.Syvret


Dated: 24 June 1996                                   /s/ Edward J. Hansom
                                                      ---------------------
                                                      Edward J. Hansom

                                    Witness:          /s/ A.Syvret


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