AIRPLANES LTD
8-K, 2001-01-12
ASSET-BACKED SECURITIES
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                       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


                                January 12, 2001
                       (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)


<PAGE>


Item 5. Other Events

     Attached hereto as Exhibit A is a copy of a Report to Certificate holders
dated January 11, 2001, sent to each holder of a Pass Through Certificate
issued by Airplanes Pass Through Trust.







                                       2
<PAGE>


                                   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: January 11, 2001                        /s/ Roy M. Dantzic*
                                              -------------------
                                              Director and Officer


Date: January 11, 2001                        AIRPLANES U.S. TRUST


                                              /s/ Roy M . Dantzic*
                                              -------------------
                                              Controlling Trustee
                                              and Officer


                                              *By: /s/ Michael Walsh
                                              -------------------
                                                   Attorney-in-Fact


                                       3
<PAGE>


                                 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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