EXHIBIT 3.1


                               FOURTH AMENDMENT TO
                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                 AIRLEASE LTD. A CALIFORNIA LIMITED PARTNERSHIP


         This Fourth  Amendment  to Amended and  Restated  Agreement  of Limited
Partnership  of  Airlease   Ltd.,  A  California   Limited   Partnership   (this
"Amendment"), is made and entered into as of the 12th day of July, 2004.

         WHEREAS,  the Partners  previously entered into an Amended and Restated
Agreement of Limited  Partnership  dated as of October 10,  1986,  as amended on
December 12, 1988, and on March 17, 2004 (the "Partnership Agreement");

         WHEREAS,  the  Partners  desire to amend the  Partnership  Agreement as
specified in this Amendment; and

         WHEREAS, Article 18.1 of the Partnership Agreement provides that it may
be amended if certain  conditions are satisfied,  and all such  conditions  have
been satisfied with respect to this Amendment;

         NOW, THEREFORE,  for and in consideration of the foregoing,  and of the
covenants and agreements hereinafter set forth, it is hereby agreed as follows:

         1. DEFINED  TERMS.  All  capitalized  terms used but not defined herein
shall have the meanings  given to such terms in the  Partnership  Agreement,  as
amended by this Amendment.

         2. AMENDMENT OF SECTION 4.7(A).  Section 4.7(A) of the Agreement hereby
is deleted in their  entirety and replaced with the following new Section 4.7(A)
to read in its entirety as follows:

                  (A) The  Partnership  shall  indemnify  and hold  harmless the
         General  Partner,   and  its  Affiliates,   other  than  the  officers,
         directors,  employees,  and  agents  of the  General  Partner  and  its
         Affiliates  (individually,  an "Indemnitee"),  from and against any and
         all losses, claims,  demands,  costs, damages,  liabilities,  joint and
         several,   expenses  of  any  nature  (including  attorneys'  fees  and
         disbursements),   judgments,  fines,  settlements,  and  other  amounts
         arising  from  any  and  all  claims,   demands,   actions,  suits,  or
         proceedings, civil, criminal, administrative or investigative, in which
         the  Indemnitee  may be involved,  or threatened  to be involved,  as a
         party  or  otherwise,  arising  out of or  incidental  to  the  Initial
         Offering,  any other offering of Units or interests of the Partnership,
         or the  business of the  Partnership,  including,  without  limitation,
         liabilities under the Federal and state securities laws,  regardless of
         whether  the  Indemnitee  continues  to  be a  General  Partner  or  an
         Affiliate  at the  time  any  such  liability  or  expense  is  paid or
         incurred,  if (i) the Indemnitee acted in good faith and in a manner it
         believed to be in, or not opposed to, the interests of the Partnership,
         and, with respect to any criminal  proceeding,  had no reasonable cause
         to believe its conduct was unlawful,  and (ii) the Indemnitee's conduct
         did not constitute actual fraud, gross negligence, or willful or wanton
         misconduct.  The  termination  of any action,  suit,  or  proceeding by
         judgment,  order,  settlement,  conviction,  or  upon  a plea  of  nolo
         contendre,  or its  equivalent,  shall not, in and of itself,  create a
         presumption or otherwise  constitute evidence that the Indemnitee acted
         in a manner contrary to that specified in (i) or (ii) above.

         3. AGREEMENT IN FULL FORCE AND EFFECT.  Except as amended  hereby,  the
Agreement shall continue in full force and effect.

         4.  GOVERNING  LAW. This  Amendment  shall be governed by and construed
under the laws of the State of California.

         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the day and year first written above.

                                        GENERAL PARTNER:

                                        AIRLEASE MANAGEMENT SERVICES, INC.



                                        By:  /s/ DAVID B. GEBLER
                                             _______________________________
                                             Name:  David B. Gebler
                                             Title:  Chief Executive Officer