1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

          For the transition period from _____________ to _____________
                        Commission file number 000-22249

                        INTERNATIONAL AIRCRAFT INVESTORS
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                  95-4176107
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

          3655 TORRANCE BOULEVARD, SUITE 410 TORRANCE, CALIFORNIA 90503
               (Address of principal executive offices) (Zip Code)

                                 (310) 316-3080
              (Registrant's telephone number, including area code)

                                       N/A
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X]  No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

               Class                              Outstanding at May 1, 2001
               -----                              --------------------------
   COMMON STOCK, $.01 PAR VALUE                            3,681,773



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                        INTERNATIONAL AIRCRAFT INVESTORS

                                      INDEX


PART I.  FINANCIAL INFORMATION                                             PAGE NO.
                                                                           --------
                                                                     
Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets
         As of March 31, 2001 and December 31, 2000.......................     3

         Condensed Consolidated Statements of Income
         Three months ended March 31, 2001 and 2000.......................     4

         Condensed Consolidated Statements of Cash Flows
         Three months ended March 31, 2001 and 2000.......................     5

         Notes to Condensed Consolidated Financial Statements.............     6

Item 2.  Management's Discussion and Analysis of Financial Condition
         And Results of Operations........................................     8

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.................................    12

         Signatures.......................................................    13





                                      -2-
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                INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                                                                     MARCH 31,       DECEMBER 31,
                                                                                       2001              2000
                                                                                   ------------      ------------
                                                                                    (UNAUDITED)
                                                                                               
ASSETS
Cash and cash equivalents ...................................................      $ 12,080,642      $ 11,164,227
Short-term investments ......................................................                --         1,393,450
Net investment in direct financing lease ....................................        16,478,200                --
Flight equipment, at cost less accumulated depreciation of $70,897,351 at
   March 31, 2001 and $71,488,351 at December 31, 2000 ......................       274,133,436       295,292,436
Cash, restricted ............................................................        11,261,106        11,479,649
Other assets ................................................................         1,068,413         1,026,667
                                                                                   ------------      ------------
                                                                                   $315,021,797      $320,356,429
                                                                                   ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued interest and other accrued expenses .................................      $  1,705,537      $  2,121,279
Notes payable ...............................................................       248,809,293       253,700,338
Lease and other deposits on flight equipment ................................        20,352,346        20,011,609
Deferred rent ...............................................................         3,425,663         3,884,090
Deferred taxes, net .........................................................         4,837,651         4,777,053
                                                                                   ------------      ------------
                                                                                    279,130,490       284,494,369
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value. Authorized 15,000,000 shares;
   none issued and outstanding ..............................................                --                --
Common stock, $.01 par value. Authorized 20,000,000 shares;
   issued and outstanding 3,681,773 shares at March 31, 2001 and
   3,696,573 shares at December 31, 2000 ....................................            36,818            36,966
Additional paid-in capital ..................................................        28,152,603        28,234,506
Retained earnings ...........................................................         7,701,886         7,590,588
                                                                                   ------------      ------------
          Net shareholders' equity ..........................................        35,891,307        35,862,060
                                                                                   ------------      ------------
                                                                                   $315,021,797      $320,356,429
                                                                                   ============      ============


     See accompanying notes to condensed consolidated financial statements





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                INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME



                                                    THREE MONTHS ENDED MARCH 31,
                                                    ----------------------------
                                                        2001             2000
                                                    -----------      -----------
                                                             (UNAUDITED)
                                                               
REVENUES:
  Rental of flight equipment .................      $ 9,473,068      $10,600,898
  Consulting and other fees ..................            6,249               --
  Interest income ............................          424,823          452,586
                                                    -----------      -----------
        Total revenues .......................        9,904,140       11,053,484

EXPENSES:
  Interest ...................................        4,419,810        4,833,430
  Depreciation and amortization ..............        4,595,630        4,659,180
  Repossession and maintenance ...............          138,848          206,419
  General and administrative .................          564,356          543,507
  Stock compensation .........................               --           62,500
                                                    -----------      -----------
        Total expenses .......................        9,718,644       10,305,036
                                                    -----------      -----------
  Income before income taxes .................          185,496          748,448
  Income tax expense .........................           74,198          280,668
                                                    -----------      -----------
        Net income ...........................      $   111,298      $   467,780
                                                    ===========      ===========

Basic earnings per share .....................      $       .03      $       .11
                                                    ===========      ===========

Diluted earnings per share ...................      $       .03      $       .11
                                                    ===========      ===========
Weighted average common shares outstanding:
        Basic ................................        3,682,433        4,164,792
                                                    ===========      ===========
        Assuming dilution ....................        3,695,567        4,293,965
                                                    ===========      ===========


     See accompanying notes to condensed consolidated financial statements



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                INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                   THREE MONTHS ENDED MARCH 31,
                                                                                 -------------------------------
                                                                                     2001               2000
                                                                                 ------------       ------------
                                                                                           (UNAUDITED)
                                                                                              
Cash flows from operating activities:
Net income ................................................................      $    111,298       $    467,780
Adjustments to reconcile net income to cash
   provided by operating activities:
   Depreciation of flight equipment .......................................         4,540,800          4,590,000
   Amortization of deferred transaction fees ..............................            65,903             99,610
   Deferred taxes, net ....................................................            60,598            267,068
   Stock compensation .....................................................                --             62,500
   (Increase) decrease in assets:
   Short-term investments .................................................         1,393,450                 --
   Cash, restricted .......................................................           218,543          1,291,721
   Other assets ...........................................................          (107,649)           (57,529)
   Increase (decrease) in liabilities:
   Accrued interest and other accrued liabilities .........................          (415,742)           166,013
   Lease and other deposits on flight equipment ...........................           340,737         (1,267,416)
   Deferred rent ..........................................................          (458,427)           155,347
                                                                                 ------------       ------------
   Net cash provided by operating activities ..............................         5,749,511          5,775,094
Cash flows from investing activities:
   Collections from direct financing lease ................................           140,000                 --
Cash flows from financing activities:
   Repayment of notes payable .............................................        (2,380,820)        (2,259,190)
   Repayment of notes payable to International Lease Finance Corp. ........        (2,180,225)        (2,078,856)
   Repayment of notes payable to Great Lakes Holdings .....................          (330,000)                --
   Repurchase of common stock .............................................           (82,051)          (332,473)
                                                                                 ------------       ------------
   Net cash used in financing activities ..................................        (4,973,096)        (4,670,519)
                                                                                 ------------       ------------
   Net increase (decrease) in cash and cash equivalents ...................           916,415          1,104,575
Cash and cash equivalents at beginning of period ..........................        11,164,227         13,045,392
                                                                                 ------------       ------------
Cash and cash equivalents at end of period ................................      $ 12,080,642       $ 14,149,967
                                                                                 ============       ============
Supplemental disclosure of cash flow information
   Cash paid for interest .................................................      $  4,457,039       $  4,866,540
   Cash paid for income taxes .............................................      $     13,600       $     13,600



Supplemental disclosure of noncash investing and financing activities:
During the three months ended March 31, 2001, the Company entered into a
$16,618,200 investment in a direct financing lease on an aircraft which had
formerly been under operating lease.

     See accompanying notes to condensed consolidated financial statements




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                INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)

1.    BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The accompanying unaudited interim condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto, together with management's discussion and analysis of financial
condition and results of operations, contained in the Company's Annual Report on
Form 10-K.

Certain reclassifications have been made to prior period amounts to conform to
the current period presentation.

In the opinion of management, the accompanying condensed consolidated financial
statements contain all adjustments (consisting of normal and recurring accruals)
necessary for a fair presentation of the financial position of the Company as of
March 31, 2001 and the results of its operations for the three months ended
March 31, 2001 and 2000 and its cash flows for the three months ended March 31,
2001 and 2000. Operating results for the three month period ended March 31, 2001
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2001.

2.    MANAGEMENT ESTIMATES

The preparation of condensed consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
certain estimates and assumptions. These affect the reported amounts of assets,
liabilities, revenues and expenses and the amount of any contingent assets or
liabilities disclosed in the condensed consolidated financial statements. Actual
results could differ from estimates made.

The Company is primarily engaged in the acquisition of used, single-aisle jet
aircraft for lease and sale to domestic and foreign airlines and other
customers. While the Company enters into both operating and direct financing
leases, the Company is primarily engaged in leasing aircraft under short-term to
medium-term operating leases where the lessee is responsible for all operating
costs and the Company retains the potential benefit and risk of the residual
value of the aircraft, as distinct from direct financing leases where the cost
of the aircraft is generally recovered over the term of the lease. Related
flight equipment is generally financed by borrowings that become due at or near
the end of the lease term through a balloon payment. As a result, the Company's
operating results depend on management's ability to roll over debt facilities,
renegotiate favorable leases and realize estimated residual values.

3.    REPOSSESSION OF AIRCRAFT

In the first quarter of 2001, the Company recorded $138,848 repossession and
maintenance expense related to two aircraft repossessed in 2000. The Company has
entered into a letter of intent to lease the repossessed Airbus A320-200 to a
Canadian charter airline operating out of Ontario to November 2003. Related to
the aircraft, the Company has a note payable due to a bank of $14,924,562
bearing interest at 7.1% due November 2001 and a note payable to International
Lease Finance Corporation ("ILFC") of $8,848,300 bearing interest of 6.15% due
December 2003.

The Company also signed a letter of intent to lease the repossessed Boeing Model
737-300 for three years to an Italian airline operating out of Sicily. The
Company has two notes payable to ILFC related to the aircraft of $13,121,330
bearing interest at 7.96% due October 2001 and $151,757 bearing interest at 6%
due February 2002.

Both aircraft are due to deliver June 2001.



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   7

                INTERNATIONAL AIRCRAFT INVESTORS AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.    EARNINGS PER SHARE

The following table sets forth the computation of the weighted average number of
shares used to calculate basic and diluted earnings per share:



                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                         -----------------------
                                                            2001          2000
                                                         ---------     ---------
                                                                 
Basic earnings per share-weighted average
    shares outstanding ...............................   3,682,433     4,164,792
Effect of dilutive securities:
  Employee stock options .............................      13,134       129,173
                                                         ---------     ---------
Diluted earnings per share-adjusted
    weighted average shares and assumed conversions ..   3,695,567     4,293,965
                                                         =========     =========


The Company issued its underwriters warrants to purchase 260,000 shares of its
common stock at $12 per share in connection with its initial public offering.
These warrants were excluded from the computation of diluted net income per
common share because they were anti-dilutive. The warrants are exercisable
through November 10, 2001.

5.    NET INVESTMENT IN DIRECT FINANCING LEASE

In March 2001, American Airlines agreed to lease the Company's MD-82 formerly on
lease to TWA. As the lease was extended to December 2014, the lease was
reclassified from an operating lease to a direct financing lease. Under a direct
financing lease, the Company recognizes interest income rather than rental
revenue and depreciation expense.

The following table lists the components of net investment in direct financing
lease:




                                                                  MARCH 31, 2001
                                                                  --------------
                                                               
Total minimum lease payments .................................     $ 23,100,000
Estimated residual value of leased flight equipment ..........        3,050,000
Unearned income ..............................................       (9,671,800)
                                                                   ------------
Net investment in direct financing lease .....................     $ 16,478,200
                                                                   ============


6.    NOTES PAYABLE

The Company extended notes due March 2001 with balances totaling $1,607,500 to
June 2001, a note due April 2001 with a balance of $1,557,246 to February 2002,
notes due April 2001 with balances totaling $69,950,040 to October 2001, and a
note due May 2001 with a balance of $21,884,993 to November 2001.

At March 31, 2001, the Company's weighted average composite interest rate was
7.1%.




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   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (DOLLARS IN THOUSANDS)

OVERVIEW

We are primarily engaged in the acquisition of used, single-aisle jet aircraft
for lease and sale to domestic and foreign airlines and other customers. While
we enter into both operating and direct financing leases, we are primarily
engaged in leasing aircraft under short-term to medium-term operating leases
where the lessee is responsible for all operating costs, including major
overhauls and we retain the potential benefit or risk of the residual value of
the aircraft, as distinct from direct financing leases where the full cost of
the aircraft is generally recovered over the term of the lease.

Rental amounts are accrued evenly over the lease term and are recognized as
revenue from the rental of flight equipment. Our flight equipment is recorded on
the balance sheet at cost and is depreciated on a straight-line basis over the
estimated useful life to our estimated salvage value. Initial direct costs
related to the origination of leases are capitalized and amortized evenly over
the lease terms.

Net investment in direct financing leases is recorded on the balance sheet as
the sum of future minimum lease payments, initial direct costs and estimated
residual value less unearned income. Under direct financing leases, interest
income is recognized rather than rental revenues and depreciation expense.

This Report on Form 10-Q contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and are intended to be covered by
the safe harbors created thereby. Reference is made to the cautionary statements
made in our Report on Form 10-K for the year ended December 31, 2000 ("Form
10-K") which should be read as being applicable to all related forward-looking
statements wherever they appear in this Report on Form 10-Q. Our actual results
could differ materially from those discussed herein. Factors that could cause or
contribute to such differences include those discussed below, as well as those
discussed in the Form 10-K.

REPOSSESSION

In the first quarter of 2001, we recorded $139 repossession and maintenance
expense related to two aircraft repossessed in 2000. We have entered into a
letter of intent to lease the repossessed Airbus A320-200 to a Canadian charter
airline operating out of Ontario to November 2003. Related to the aircraft, we
have a note payable due to a bank of $14,925 bearing interest at 7.1% due
November 2001 and a note payable to ILFC of $8,848 bearing interest of 6.15% due
December 2003.

We also signed a letter of intent to lease the repossessed Boeing Model 737-300
for three years to an Italian airline operating out of Sicily. We have two notes
payable to ILFC related to the aircraft of $13,121 bearing interest at 7.96% due
October 2001 and $152 bearing interest at 6% due February 2002.

Both aircraft are due to deliver June 2001.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2001 and 2000

Revenues from rental of flight equipment decreased by 11%, or $1,128, to $9,473
in the three months ended March 31, 2001 compared to the same period in 2000 as
a result of no rent received on the two repossessed aircraft and the
reclassification in March 2001 of our MD-82 on lease to American Airlines to a
direct financing lease. Our lease portfolio consisted of fifteen aircraft with a
book value of $274,133 and one aircraft under a direct financing lease with a
value of $16,478 at March 31, 2001 compared to sixteen aircraft with a book
value of $310,893 at March 31, 2000.

Quarter to quarter comparisons are impacted by the timing and amount of
consulting fees which are earned from time to time. During the first quarter of
2001, we earned $6 of consulting and other fees related to a two year contract.




                                      -8-
   9

Interest income decreased to $425 for the three months ended March 31, 2001 from
$452 for the same period in 2000 principally as a result of lower average cash
balances in 2001, partially offset by interest income in the first quarter of
2001 from the reclassification of our MD-82 to a financing lease in March 2001.

Interest expense decreased to $4,420 for the three months ended March 31, 2001
from $4,833 for the same period in 2000 as result of the effect of continued
loan paydowns. Our composite interest rate was 7.1% at March 31, 2001 and 2000.

Depreciation expense decreased to $4,596 in the first quarter of 2001 from
$4,659 in the first quarter of 2000 primarily as a result of the
reclassification of our MD-82 to a financing lease in March 2001. We incurred
$139 of repossession expense in the first quarter of 2001 compared to $206 in
the same period of 2000.

General and administrative expenses increased to $564 in the three months ended
March 31, 2000 from $544 in the same period of 2000 primarily as a result of
increased accounting and consulting expenses. During the three months ended
March 31, 2001, no stock compensation was incurred compared to $63 of non-cash
stock compensation incurred in the same period of 2000 related to the vesting of
options granted to executive officers.

Income tax expense decreased to $74 from $281 as a result of reduction in income
before taxes of $563. Income tax expense represents a non-cash provision for
deferred income taxes at an effective rate of 40% in 2001 compared to 37.5% in
2000.

Net income decreased to $111 for the three months ended March 31, 2001 from $468
for the same period in 2000.

LIQUIDITY AND CAPITAL RESOURCES

Our principal external sources of funds have been term loans from banks and
seller financing secured by aircraft. As a result, a substantial amount of our
cash flow from the rental of flight equipment is applied to principal and
interest payments on secured debt. The terms of our loans generally require a
substantial balloon payment at the end of the noncancellable portion of the
lease of the related aircraft, at which time we will be required to re-lease the
aircraft and renegotiate the balloon amount of the loan or obtain other
financing. Seller financing is generally short-term and requires a substantial
balloon payment at loan maturity. Refinancing of the balloon amount is dependent
upon re-leasing the related aircraft. Accordingly, we begin lease remarketing
efforts well in advance of the lease termination. The principal use of cash is
for debt payments, repossession and maintenance costs and financing the
acquisition of our aircraft portfolio, which are financed by loans secured by
the applicable aircraft. We maintain a $5,000 line of credit with a bank which
bears interest at LIBOR plus 2.5% and expires June 30, 2001. No borrowings have
been made against the line of credit.

At March 31, 2001 and 2000, we had cash and cash equivalents of $12,081 and
$14,150, respectively.

Net cash provided by operating activities was $5,750 in the three months ended
March 31, 2001. The movement in short-term investments in 2001 related to the
sale of investments in commercial paper with maturities greater than 90 days.
Net cash provided by operating activities was $5,775 in the three months ended
March 31, 2000. The movements in restricted cash and lease deposits in 2000 were
due to lease deposit reimbursements to several lessees in 2000. The timing and
amount of these reimbursements vary as a result of the type and usage of the
aircraft on lease.

In March 2001, American Airlines agreed to lease our MD-82 formerly on lease to
TWA. As we extended the lease to December 2014, the lease was reclassified from
an operating lease to a direct financing lease. In the three months ended March
31, 2001, cash flows from investing activities of $140 related to collections
under the financing lease.

In the three months ended March 31, 2001, net cash used in financing activities
was $4,973, including repayments of $4,891 and $82 of common stock repurchases.
In the three months ended March 31, 2000, net cash used in financing activities
was $4,671,including repayments of $4,338 and $332 of common stock repurchases.

Notes payable within one year totaled $149,692 at March 31, 2001, of which
$139,870 represents balloon payments and $9,822 represents installment payments.
We intend to refinance all balloon payments due in within one year. We



                                      -9-
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extended loans with balloons totaling $109,028 during the first quarter of 2001.

Cash and cash equivalents vary from year to year principally as a result of the
timing of the purchase and sale of aircraft and repossession, maintenance and
financing costs on repossessed aircraft.

From time to time, we use interest rate swap arrangements to reduce the
potential impact of increases in interest rates on floating rate long-term debt.
We do not enter into swap arrangements for trading purposes. Premiums paid for
purchased interest rate swap agreements are amortized to interest expense over
the terms of the swap agreements. At March 31, 2001, we had no swap agreements.

Our ability to execute our business strategy successfully and to sustain our
operations is dependent, in part, on our ability to obtain financing and to
raise equity capital. We cannot assure you that the necessary amount of capital
will continue to be available to us on favorable terms or at all. If we are
unable to continue to obtain any portion of required financing on favorable
terms, our ability to add new aircraft to our lease portfolio, renew leases,
re-lease aircraft, repair or recondition aircraft if required, or retain
ownership of aircraft on which financing has expired would be impaired, which
could have a material adverse effect on our business, financial condition and
results of operations. In addition, our financing arrangements to date have been
dependent in part upon ILFC.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.
(DOLLARS IN THOUSANDS)

Lease Portfolio

While we enter into both operating and direct financing leases, we primarily
engage in leasing aircraft under short-term and medium-term operating leases.
Under an operating lease, we retain title to the aircraft and assume the risk of
not recovering our entire investment in the aircraft through the re-leasing and
remarketing process. Operating leases require us to re-lease or sell aircraft in
our portfolio in a timely manner upon termination of the lease in order to
minimize off-lease time and recover our original investment in the aircraft.
Numerous factors, many of which are beyond our control, may have an impact on
our ability to re-lease or sell an aircraft on a timely basis or to re-lease at
a satisfactory lease rate. Among the factors are:

- -  the demand for various types of aircraft

- -  general market and economic conditions

- -  regulatory changes, including those imposing environmental, maintenance or
   operational requirements

- -  changes in supply or cost of aircraft

- -  technological developments

In addition, the success of an operating lease depends in significant part upon
having the aircraft returned by the lessee in marketable condition as required
by the lease. Consequently, we cannot assure you that our estimated residual
value for aircraft will be realized. If we are unable to re-lease or resell
aircraft on favorable terms, our business, financial condition and results of
operations could be adversely affected. A hypothetical 10% decrease in lease
rates of those leases which terminate within a one-year period would reduce our
lease revenue by $609 annually.

Financial Instruments

This analysis presents the hypothetical loss in earnings, cash flows or fair
value of the financial instruments which we held at March 31, 2001 and which are
sensitive to changes in interest rates. In the normal course of business, we
also face risks that are either nonfinancial or non-quantifiable. These risks
principally include country risk, credit risk and legal risk and are not
included in the following analysis.

From time to time, we enter into interest rate swaps with financial institutions
under terms that provide payment of interest on the notional amount of the swap.
In accordance with these arrangements, we pay interest at a fixed rate and the
financial institution pays interest at variable rates pursuant to terms of the
related loans. We had no swap agreements at March 31, 2001.

The carrying amounts of cash and cash equivalents approximate fair market value
because of the short-term nature of



                                      -10-
   11

these items. Market risk was estimated as the potential decrease in fair value
resulting from a hypothetical 10% increase in interest rates for our cash
equivalents and was not materially different from the period-end carrying value.

The fair values of our debt instruments, including the related asset value
guarantees, approximate the carrying values because (1) the rates currently
offered to us are similar to the rates for these items, or (2) the yields to
maturity approximate the rates for these items. Market risk associated with our
debt instruments primarily results from our ability to refinance balloon
payments at comparable or lower interest rates. Market risk was estimated as the
potential increase in interest expense for a one year period from March 31, 2001
resulting from a hypothetical 10% increase in our weighted average borrowing
rate at March 31, 2001 or $1,757.



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   12

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   EXHIBITS




      NUMBER                           DESCRIPTION
      ------                           -----------
               
       3.1        Amended and Restated Articles of Incorporation of the Company.
                  Filed as Exhibit 3.1 to Form 10-Q for the quarterly period
                  ended September 30, 1997, and incorporated herein by reference

       3.2        Amended and Restated Bylaws of the Company. Filed as Exhibit
                  3.2 to Form 10-Q for the quarterly period ended September 30,
                  1997, and incorporated herein by reference

       4.1        The Company hereby agrees to furnish to the Commission upon
                  request a copy of any instrument with respect to long-term
                  debt where the total amount of securities authorized
                  thereunder does not exceed 10% of the consolidated assets of
                  the Company


REPORTS ON FORM 8-K:

During the quarter ended March 31, 2001, the Company did not file any reports on
Form 8-K.




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   13

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          INTERNATIONAL AIRCRAFT INVESTORS


May 11, 2001                              /s/ Michael P. Grella
                                          -------------------------------------
                                              Michael P. Grella
                                              President and Chief Operating
                                              Officer


May 11, 2001                              /s/ Alan G. Stanford, Jr.
                                          -------------------------------------
                                              Alan G. Stanford, Jr.
                                              Vice President--Controller and
                                              Chief Accounting Officer




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