INTERNATIONAL LEASE FINANCE CORP
8-K, 1994-05-24
EQUIPMENT RENTAL & LEASING, NEC
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                    SECURITIES AND EXCHANGE COMMISSION


                          Washington, D.C. 20549


                                 FORM 8-K

                  Pursuant to Section 13 or 15(d) of the 
                      Securities Exchange Act of 1934



     Date of Report (Date of earliest event reported):  May 20, 1994



                  INTERNATIONAL LEASE FINANCE CORPORATION
          (Exact name of registrant as specified in its charter)



   California                     0-11350                     22-3059110   
(State or other                 (Commission                 (IRS Employer
jurisdiction of                 File Number)            Identification No.)
incorporation)


   1999 Avenue of the Stars, 39th Floor, Los Angeles, California  90067    
(Address of principal executive offices)                         (Zip Code)



    Registrant's telephone number including area code:  (310) 788-1999


      (Former name or former address, if changed since last report.)
      Not applicable.

                                     
                                     <PAGE>
Item 5.   Other Events


          On May 20, 1994, International Lease Finance Corporation ("ILFC")
announced that it had reached an agreement with VARIG, S.A. of Brazil to
restructure its lease agreements concerning eight aircraft.  Under the
restructuring package, ILFC will accept the return from VARIG of three
new technology Boeing 747-400 aircraft, convert three Boeing 747-300
aircraft from finance to operating leases and extend the lease terms on
two Boeing 737-300 aircraft, with corresponding adjustments to lease
rentals and other payments.  The restructuring package offers advantages
to each party.  ILFC is currently attempting to lease the three returned
Boeing 747-400 aircraft to other international air carriers. Assuming
ILFC is able to lease the three Boeing 747-400 aircraft promptly, the
restructing is not expected to have a material adverse effect on ILFC.

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

                    INTERNATIONAL LEASE FINANCE CORPORATION



                      /s/ ALAN H. LUND
                    By:   ALAN H. LUND
                          Senior Vice President,
                          Chief Financial Officer and
                          Treasurer


Dated:   May 23, 1994



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