UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A

(Mark One)

[XX]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended   December 31, 1995
                         ----------------------------------------------------  
                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                               to
                              ------------------------------   -----------------
Commission file number              0-18368.
                      ----------------------------------------------------------

                    AIRFUND International Limited Partnership
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

  Massachusetts                                            04-3037350
- -----------------------------------                        ---------------------
(State or other jurisdiction of                            (IRS Employer
 incorporation or organization)                            Identification No.)

  98 N. Washington St., Fifth Floor, Boston, MA            02114
- ------------------------------------------------           ---------------------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code     (617) 854-5800
                                                  ------------------------------
Securities registered pursuant to Section 12(b) of the Act  NONE
                                                          ----------------------
       Title of each class         Name of each exchange on which registered

- ------------------------------     ---------------------------------------------

- ------------------------------     ---------------------------------------------
Securities registered pursuant to Section 12(g) of the Act:

            3,040,000 Units Representing Limited Partnership Interest
- --------------------------------------------------------------------------------
                                (Title of class)

- --------------------------------------------------------------------------------
                                (Title of class)

         Indicate by check mark  whether  the  registrant (1) has filed all 
reports  required to be filed by Section 13 or 15(d) of the  Securities Exchange
Act of 1934  during  the  preceding  12 months  (or for such  shorter  period  
that the registrant  was  required  to file such  reports),  and (2) has been  
subject to such filing  requirements  for the past 90 days. Yes  XX     No
                                                               -------    ------
         State  the  aggregate   market  value  of  the  voting  stock  held  by
nonaffiliates  of the registrant.  Not applicable.  Securities are nonvoting for
this purpose. Refer to Item 12 for further information.


                       DOCUMENTS INCORPORATED BY REFERENCE
       Portions of the Registrant's Annual Report to security holders for
                the year ended December 31, 1995 (Part I and II)

 
PART IV

 
 

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
- --------------------------------------------------------------------------
                                                                                                                     
     (a)  Documents filed as part of this report:

          (1)         Financial Statements:

                      Report of Independent Auditors...................................................................*

                      Statement of Financial Position
                      at December 31, 1995 and 1994....................................................................*

                      Statement of Operations
                      for the years ended December 31, 1995, 1994 and 1993.............................................*

                      Statement of Changes in Partners' Capital
                      for the years ended December 31, 1995, 1994 and 1993.............................................*

                      Statement of Cash Flows
                      for the years ended December 31, 1995, 1994 and 1993.............................................*

                      Notes to the Financial Statements................................................................*

          (2)         Financial Statement Schedules:

                      None required.

          (3)         Exhibits:

                      Except as set forth below, all Exhibits to Form 10-K, as
                      set forth in Item 601 of Regulation S-K, are not
                      applicable.

 

 
 
           Exhibit
           Number
          ---------
                       
            4            Amended and Restated  Agreement and  Certificate of Limited  Partnership  included as Exhibit A to
                         the Prospectus which is included in Registration Statement on Form S-1 (No.33-25334).

           13            The 1995 Annual Report to security  holders,  a copy of
                         which  is  furnished   for  the   information   of  the
                         Securities and Exchange Commission. Such Report, except
                         for  those  portions  thereof  which  are  incorporated
                         herein by  reference,  is not deemed  "filed"  with the
                         Commission.

           23            Consent of Independent Auditors.

           99            (a) Lease agreement with Northwest  Airlines,  Inc. was
                         filed in the  Registrant's  Annual  Report on Form 10-K
                         for  the  period   July  26,  1989   (commencement   of
                         operations)  to December 31, 1989 as Exhibit 28 (b) and
                         is incorporated herein by reference.


 
*  Incorporated herein by reference to the appropriate portion of the 1995
   Annual Report to security holders for the year ended December 31, 1995. (See
   Part II)

 
 
 
           Exhibit
           Number
          --------
                        
           99  (b)       Lease agreement with United Air Lines, Inc. was filed 
                         in the  Registrant's  Annual Report on Form 10-K for 
                         the period July 26, 1989  (commencement of operations)
                         to December 31, 1989 as Exhibit 28 (c) and is 
                         incorporated herein by reference.

           99  (c)       Lease agreement with Cathay Pacific Airways Limited was
                         filed in the Registrant's Annual Report on Form 10-K
                         for the year ended December 31, 1992 as Exhibit 28 (d)
                         and is incorporated herein by reference.

           99  (d)       Lease agreement with Southwest  Airlines, Inc. is 
                         filed in the Registrant's Annual Report on Form 10-K 
                         for the year ended December 31, 1995 and is included 
                         herein.
 

        (b) Reports on Form 8-K

        None.

 
                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on behalf of the registrant and in the
capacity and on the date indicated.


                    AIRFUND International Limited Partnership


                    By: AFG Aircraft Management Corporation,
                    a Massachusetts corporation and the
                    General Partner of the Registrant.



By:  /s/ Geoffrey A. MacDonald               By: /s/ Gary D. Engle
   ----------------------------                 ---------------------------
Geoffrey A. MacDonald                        Gary D. Engle
Chief Executive Officer,                     President and Chief Operating
Chairman, and a member of the                Officer and member of the
Executive Committee of AFG and               Executive Committee of AFG and
President and a Director of the              a Director of the General Partner
General Partner                              (Principal Financial Officer)
(Principal Executive Officer)


Date:  April 9, 1996                         Date:  April 9, 1996
     -------------------------                    ---------------------------- 




By:  /s/ Gary M. Romano
Gary M. Romano
Vice President and Controller
of AFG and Clerk of the General Partner
(Principal Accounting Officer)


Date:  April 9, 1996
     -------------------------