INTERNATIONAL LEASE FINANCE CORP, S-3, 1995-09-14

INTERNATIONAL LEASE FINANCE CORP
S-3, 1995-09-14
EQUIPMENT RENTAL & LEASING, NEC

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1995

REGISTRATION NO. 33-
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

INTERNATIONAL LEASE FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CALIFORNIA 22-3059110
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)

1999 AVENUE OF THE STARS, 39TH FLOOR
LOS ANGELES, CALIFORNIA 90067 (310) 788-1999
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

ALAN H. LUND,
EXECUTIVE VICE PRESIDENT, CO-CHIEF OPERATING OFFICER AND
CHIEF FINANCIAL OFFICER
1999 AVENUE OF THE STARS, 39TH FLOOR
LOS ANGELES, CALIFORNIA 90067 (310) 788-1999
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

WITH COPIES TO:
RICHARD A. BOEHMER, ESQ. PETER P. WALLACE, ESQ.
O'MELVENY & MYERS MILBANK, TWEED, HADLEY & MCCLOY
400 SOUTH HOPE STREET 601 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA 90071 LOS ANGELES, CALIFORNIA 90017

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.

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

If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities......... $2,000,000,000 100% $2,000,000,000 $689,656
=========================================================================================
</TABLE>
(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as shall result in an aggregate offering price of
$2,000,000,000.
(2) Estimated solely for purposes of calculation of registration fee pursuant
to Rule 457.

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

As permitted by Rule 429, the Prospectus included in this Registration
Statement also relates to the Registrant's Registration Statement No. 33-52763
on Form S-3.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

===============================================================================
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
(SUBJECT TO COMPLETION, ISSUED SEPTEMBER 14, 1995)

PROSPECTUS

[LOGO OF INTERNATIONAL LEASE FINANCE CORPORATION]

INTERNATIONAL LEASE FINANCE CORPORATION

DEBT SECURITIES

International Lease Finance Corporation (the "Company") intends to issue from
time to time debt securities (the "Debt Securities") with an aggregate offering
price of up to $2,000,000,000, which will be offered to the public on terms
determined by market conditions at the time of sale. The Debt Securities shall
be issued in U.S. dollar denominations or, at the option of the Company, if so
specified in the applicable Prospectus Supplement (the "Prospectus
Supplement"), in any other currency, including composite currencies such as the
European Currency Unit. The Debt Securities may be issued in one or more series
with the same or various maturities at par or with an original issue discount.
The specific designation, aggregate principal amount, purchase price, maturity,
interest rate (which may be fixed or variable), time of payment of interest,
any terms for redemption, any other specific terms, and any listing on a
securities exchange of Debt Securities in respect of which this Prospectus is
being delivered (the "Offered Debt Securities") are set forth in the
accompanying Prospectus Supplement together with the terms of offering of the
Offered Debt Securities. Unless otherwise specified in the accompanying
Prospectus Supplement, the Debt Securities of each series will be issued in the
form of one or more Global Securities.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

The Debt Securities will be sold directly through agents designated from time
to time or through underwriters or dealers. If any agents of the Company or any
underwriters are involved in the sale of the Offered Debt Securities, the names
of such agents or underwriters and any applicable commissions or discounts are
set forth in the accompanying Prospectus Supplement. The net proceeds to the
Company from such sale are also set forth in the accompanying Prospectus
Supplement.

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

The date of this Prospectus is , 1995
<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information filed by the
Company can be inspected and copied at the Public Reference Room of the
Commission, Room 1024, at 450 Fifth Street, N.W., Washington, D.C., 20549 and
at the Commission's regional offices at 7 World Trade Center, Suite 1300, New
York, New York 10048 and Suite 1400, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661. Copies of such materials can be
obtained at prescribed rates from the Public Reference Room of the Commission,
Room 1024, at 450 Fifth Street, N.W., Washington, D.C. 20549.

The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus and the accompanying Prospectus Supplement do not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to
the Registration Statement, which may be examined without charge at the public
reference facilities maintained by the Commission at the Public Reference Room
of the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies thereof may be obtained from the Commission upon payment of the
prescribed fees.

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K, as amended by Form 10-K/A, for the
year ended December 31, 1994, its Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995 and its Current Reports on
Form 8-K, event dates January 12, 1995, January 17, 1995, February 27, 1995,
May 4, 1995, May 12, 1995, May 25, 1995, June 1, 1995 and July 10, 1995, filed
by the Company with the Commission are incorporated herein by reference.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination
of the offering of the Offered Debt Securities shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein, in a Prospectus
Supplement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein, in a
Prospectus Supplement or in any subsequently filed document which is
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF
THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (NOT INCLUDING EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN
SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO: ALAN H. LUND, EXECUTIVE VICE
PRESIDENT, CO-CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER,
INTERNATIONAL LEASE FINANCE CORPORATION, 1999 AVENUE OF THE STARS, 39TH FLOOR,
LOS ANGELES, CALIFORNIA 90067 (TELEPHONE: (310) 788-1999).

2
<PAGE>

THE COMPANY

The Company is primarily engaged in the acquisition of new and used
commercial jet aircraft and the leasing and sale of such aircraft to domestic
and foreign airlines. The Company, in terms of the number and value of
transactions concluded, is a major owner-lessor of commercial jet aircraft.
Since its formation in 1973, the Company has engaged in over 750 transactions
involving the lease or sale of commercial aircraft to more than 140 airlines.
In addition, the Company is engaged in the remarketing of commercial jet
aircraft principally for airlines and financial institutions. At August 31,
1995, the Company had committed to purchase 260 aircraft deliverable through
2004 at an estimated aggregate purchase price of $13.3 billion. It also had
options to purchase an additional 23 aircraft deliverable through 2001 at an
estimated aggregate purchase price of $1.6 billion.

The Company is a wholly owned subsidiary of American International Group,
Inc. ("AIG").

The Company is incorporated in the State of California and its principal
executive offices are located at 1999 Avenue of the Stars, 39th Floor, Los
Angeles, California 90067, with a telephone and telecopier number of (310)
788-1999 and (310) 788-1990, respectively.

AMERICAN INTERNATIONAL GROUP, INC.

AIG is a holding company which through its subsidiaries is primarily engaged
in a broad range of insurance and insurance-related activities in the United
States and abroad. AIG's primary activities include both general and life
insurance operations. The principal insurance company subsidiaries are
American Home Assurance Company, National Union Fire Insurance Company of
Pittsburgh, Pa., New Hampshire Insurance Company, Lexington Insurance Company,
American International Underwriters Overseas, Ltd., American Life Insurance
Company, American International Assurance Company, Limited, The Philippine
American Life Insurance Company, American International Reinsurance Company,
Ltd. and United Guaranty Residential Insurance Company. Other significant
activities are financial services and insurance agency and service fee
operations. The Common Stock of AIG is listed on, among others, the New York
Stock Exchange.

THE DEBT SECURITIES WILL NOT BE OBLIGATIONS OF, OR GUARANTEED BY, AIG.

USE OF PROCEEDS

Unless otherwise stated in the accompanying Prospectus Supplement, proceeds
to be received from the sale of the Debt Securities offered hereby will be
used, together with internally generated funds, for general corporate
purposes, including the acquisition of aircraft. Pending ultimate application,
the proceeds from the sale of the Debt Securities will be invested in
marketable securities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the Company's ratio of earnings to fixed
charges for the periods shown.

<TABLE>
<CAPTION>
13 MONTHS YEARS ENDED
ENDED DECEMBER 31,
DECEMBER 31, -----------------------
1990 1991 1992 1993 1994
------------ ----- ----- ----- -----
<S> <C> <C> <C> <C>
1.39x 1.44x 1.75x 1.70x 1.63x
</TABLE>

The ratios of earnings to fixed charges were computed by dividing earnings
by fixed charges. For this purpose, "earnings" consist of income before income
taxes plus fixed charges (excluding capitalized interest), and "fixed charges"
consist of interest expense and capitalized interest.

3
<PAGE>

DESCRIPTION OF DEBT SECURITIES

The Debt Securities will be unsecured obligations issued under an indenture
dated as of November 1, 1991 (the "Indenture"), between the Company and Bank
of America Illinois (formerly Continental Bank, National Association), as
trustee (the "Trustee"). The following summaries of certain provisions of the
Debt Securities and the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all of the
provisions of the Indenture (a copy of which is filed as an exhibit to the
Registration Statement), including the definitions therein of certain terms
and the provisions of certain terms which are made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended. Capitalized terms
used in the following summaries and not otherwise defined herein shall have
the meanings ascribed to them in the Indenture.

The particular terms of the Offered Debt Securities and the extent, if any,
to which such general provisions may apply to the Offered Debt Securities will
be described in the Prospectus Supplement relating to such Offered Debt
Securities.

GENERAL

The Debt Securities will rank equally with all other unsecured and
unsubordinated debt of the Company. The Indenture does not limit the amount of
debt which may be issued by the Company under the Indenture or otherwise. The
Debt Securities may be issued in one or more series with the same or various
maturities, at par or with an original issue discount. Federal income tax
consequences and other special considerations applicable to any Debt
Securities issued with an original issue discount will be described in the
Prospectus Supplement relating thereto.

Reference is made to the accompanying Prospectus Supplement for the
following terms of the Offered Debt Securities: (i) the title of the Offered
Debt Securities; (ii) any limit upon the aggregate principal amount of the
Offered Debt Securities; (iii) the Person to whom any interest on an Offered
Debt Security shall be payable if other than the Person in whose name that
Offered Debt Security (or one or more Predecessor Securities) is registered at
the close of business on the relevant Regular Record Date; (iv) the date or
dates on which the principal of the Offered Debt Securities is payable; (v)
the rate or rates (which may be fixed or variable), or the formula pursuant to
which such rate or rates will be determined, at which the Offered Debt
Securities will bear interest, if any, and the date or dates from which such
interest will accrue, the Interest Payment Dates on which such interest, if
any, will be payable and the Regular Record Dates for such Interest Payment
Dates; (vi) the place or places where the principal of (and premium, if any)
and interest, if any, on the Offered Debt Securities will be payable; (vii)
any mandatory or optional sinking fund or analogous provisions, the periods
during which and the price or prices at which the Offered Debt Securities may,
pursuant to such funds, provisions or otherwise, be redeemed at the option of
the Company or of any Holder thereof and the other terms and provisions
thereof; (viii) the currency or currencies in which the Offered Debt
Securities are payable; (ix) if applicable, the manner of determining the
amount of principal of or premium or interest on the Offered Debt Securities
if such amount is determined with reference to an index; (x) the principal
amount of the Offered Debt Securities which will be payable upon declaration
of acceleration of the Maturity thereof; (xi) whether the Offered Debt
Securities which will be issued in whole or in part in the form of one or more
Global Securities; (xii) any additional Events of Default provided with
respect to the Offered Debt Securities; and (xiii) any other terms of the
Offered Debt Securities.

DENOMINATION AND EXCHANGE

Unless otherwise indicated in the accompanying Prospectus Supplement for a
particular issue, the Debt Securities of each series will be issued in the
form of one or more Global Securities

4
<PAGE>

registered in the name of Cede & Co., as nominee of the Depositary (as
hereinafter defined). See "Global Securities" below. Unless otherwise
indicated in the accompanying Prospectus Supplement for a particular issue of
Debt Securities in the form of Global Securities, principal, premium, if any,
and interest, if any, is to be payable as described under "Global Securities"
below. Unless otherwise indicated in the accompanying Prospectus Supplement
for a particular issue of Debt Securities not in the form of Global Securities
but in the form of definitive certificates ("Certificated Securities"),
principal, premium, if any, and interest, if any, is to be payable to
registered Holders of such Certificated Securities at the office of the
Trustee maintained for that purpose in the Borough of Manhattan, City and
State of New York, or at any paying agency maintained at the time by the
Company for such purpose. At the option of the Company, payment of interest to
registered Holders of Certificated Securities may be made by check mailed to
the address of the person entitled thereto as it appears on the register for
such Certificated Securities. Unless otherwise indicated in the accompanying
Prospectus Supplement for a particular issue, Certificated Securities may be
presented for registration of transfer or exchange at such office of the
Trustee in New York, New York, or at such other location or locations as may
be established pursuant to the Indenture without any service charge but
subject to the limitations provided in the Indenture.

CERTAIN COVENANTS OF THE COMPANY

Restrictions on Liens. The Company will not, and will not permit any
Restricted Subsidiary to, issue, assume or guarantee any indebtedness for
borrowed money secured by any mortgage, pledge, lien or other encumbrance of
any nature (herein collectively referred to as a "mortgage" or "mortgages")
upon any property of the Company or any Restricted Subsidiary, or on any
shares of stock of any Restricted Subsidiary, without in any such case
effectively providing that the Debt Securities (together with, if the Company
shall so determine, any other indebtedness of the Company or such Restricted
Subsidiary ranking equally with the Debt Securities) shall be secured equally
and ratably with such indebtedness for borrowed money, except that the
foregoing restrictions shall not apply to: (a) mortgages existing on November
1, 1991; (b) certain mortgages securing all or a part of the purchase price of
property (other than property acquired for lease to a Person other than the
Company or a Restricted Subsidiary); (c) mortgages on the property of a
Restricted Subsidiary existing at the time it became a Restricted Subsidiary;
(d) mortgages securing indebtedness for borrowed money of a Restricted
Subsidiary owing to the Company or another Restricted Subsidiary; (e)
mortgages on property of a corporation existing at the time such corporation
is merged into or consolidated with the Company or a Restricted Subsidiary or
at the time the Company or a Restricted Subsidiary purchases, leases or
otherwise acquires the properties of such other corporation as an entirety or
substantially as an entirety; (f) the replacement of any of the foregoing,
provided that the principal amount of the indebtedness for borrowed money
secured by the mortgage shall not be increased and the principal repayment
schedule and maturity of such indebtedness shall not be extended and the
mortgage shall be limited to the property or part thereof which secured the
mortgage so replaced or property substituted therefor as a result of the
destruction, condemnation or damage of such property; (g) liens in connection
with certain legal proceedings; (h) liens for certain taxes or assessments,
landlord's liens and charges incidental to the conduct of the business, or the
ownership of the property and assets, of the Company or a Restricted
Subsidiary, which are not incurred in connection with the borrowing of money
and which do not, in the opinion of the Company, materially impair the use of
such property in the operation of the business of the Company or a Restricted
Subsidiary or the value of such property for the purpose of such business; and
(i) mortgages which would otherwise be subject to the foregoing restrictions
which, when the indebtedness for borrowed money relating to those mortgages is
added to all other then outstanding indebtedness for borrowed money of the
Company and the Restricted Subsidiaries secured by mortgages and not listed in
clauses (a) through (h) above, does not exceed 12.5% of the Consolidated Net
Tangible Assets of the Company.

5
<PAGE>

Restrictions as to Dividends and Certain Other Payments. No dividend shall
be paid or declared nor shall any distributions be made on any capital stock
of the Company (except in shares of, or warrants or rights to subscribe for or
purchase shares of, capital stock of the Company), nor shall any payment be
made by the Company or any Restricted Subsidiary to acquire or retire shares
of such stock, at a time when an Event of Default has occurred and is
continuing under the Indenture constituting a (i) default in the payment of
interest on the Debt Securities of that series when due, continued for 30
days; (ii) default in the payment of the principal and premium, if any, on the
Debt Securities of that series when due either at maturity, upon redemption,
by declaration or otherwise; or (iii) default in the deposit of any sinking
fund payment with respect to Debt Securities of that series when and as due.

Restrictions on Investments in Non-Restricted Subsidiaries. The Company will
not, nor will it permit any Restricted Subsidiary to, make any investment in,
or transfer any assets to, a Non-Restricted Subsidiary if immediately
thereafter the Company would be in breach of or in default in the performance
of any covenant or warranty of the Company contained in the Indenture.

Limited Covenants in the Event of a Highly Leveraged Transaction. Other than
the covenants of the Company included in the Indenture as described above and
as described under "Description of Debt Securities--Merger and Sale of
Assets", there are no covenants or provisions in the Indenture that may afford
Holders protection in the event of a highly leveraged transaction, leveraged
buyout, reorganization, restructuring, merger or similar transaction involving
the Company.

CERTAIN DEFINITIONS

Set forth below are certain significant terms which are defined in the
Indenture:

"Consolidated Net Tangible Assets" means the total amount of assets (less
depreciation and valuation reserves and other reserves and items deductible
from gross book value of specific asset accounts under generally accepted
accounting principles) which under generally accepted accounting principles
would be included on a balance sheet of the Company and its Restricted
Subsidiaries, after deducting therefrom (a) all liability items except
indebtedness (whether incurred, assumed or guaranteed) for borrowed money
maturing by its terms more than one year from the date of creation thereof or
which is extendible or renewable at the sole option of the obligor in such
manner that it may become payable more than one year from the date of creation
thereof, shareholder's equity and reserves for deferred income taxes, (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, which in each case would be so included on
such balance sheet, and (c) amounts invested in, or equity in the net assets
of, Non-Restricted Subsidiaries.

"Restricted Subsidiaries" means all Subsidiaries other than Non-Restricted
Subsidiaries. "Non-Restricted Subsidiaries" means (a) any Subsidiary so
designated by the Board of Directors of the Company in accordance with the
Indenture, and (b) any other Subsidiary of which the majority of the voting
stock is owned directly or indirectly by one or more Non-Restricted
Subsidiaries, if such other Subsidiary is a corporation, or in which the Non-
Restricted Subsidiary is a general partner, if such other Subsidiary is a
limited partnership. Pursuant to specified conditions in the Indenture, the
Company's Board of Directors may change the designations of Restricted
Subsidiaries and Non-Restricted Subsidiaries.

"Subsidiary" means any corporation, partnership, or trust more than 50% of
the Voting Stock of which is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.

6
<PAGE>

AMENDMENT, SUPPLEMENT AND WAIVER

The Indenture may be amended or supplemented with the consent of the Holders
of not less than a majority in principal amount of the Debt Securities at the
time outstanding of each series affected by such amendment or supplement, and
any past default and its consequences may be waived with the consent of the
Holders of a majority in principal amount of the Debt Securities at the time
outstanding of each series affected by such default; provided that, without
the consent of the Holders of all of the Debt Securities affected thereby, no
such amendment, supplement or waiver may change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Debt
Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or change the
stated maturity of any Debt Security (or reduce the amount payable upon a
declaration of acceleration of the Debt Security), or change the time for
payment of any interest on any Debt Securities, or make any Debt Security
payable in money other than that stated in the Debt Security, or reduce the
aforesaid percentage of principal amount of Debt Securities whose Holders must
consent to an amendment, supplement or waiver. Without the consent of any
Holder of Debt Securities, the Company may amend or supplement the Indenture
to, among other things, evidence succession of another corporation to the
Company, to add covenants or additional Events of Default for the benefit of
the Holders of all or any series of Debt Securities, to cure any ambiguity,
correct any provision of the Indenture inconsistent with other provisions
thereof or make any other provision which does not adversely affect the
interests of the Holders of Debt Securities in any material respect, or to
change or eliminate any provision of the Indenture if such change or
elimination is effective only when there are no Debt Securities outstanding
which were issued prior to such change or elimination and entitled to the
benefit of such provision.

EVENTS OF DEFAULT

The Indenture defines an Event of Default as being any one of the following
events: (a) default in the payment of any interest on the Debt Securities of
that series when due, continued for 30 days; (b) default in the payment of the
principal and premium, if any, on the Debt Securities of that series when due
either at maturity, upon redemption, by declaration or otherwise; (c) default
in the deposit of any sinking fund payment of the Debt Securities of that
series when and as due; (d) default in the performance of any other of the
Company's covenants in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of Debt Securities other than
that series) continued for 60 days after written notice; (e) default under any
mortgage, indenture (including the Indenture) or instrument under which is
issued or which secures or evidences indebtedness for borrowed money of the
Company or any Restricted Subsidiary which default constitutes a failure to
pay principal of such indebtedness in an amount exceeding $20,000,000 when due
and payable (other than as a result of acceleration) or results in
indebtedness for borrowed money in the aggregate of $20,000,000 or more
becoming or being declared due and payable before it would otherwise become
due and payable, and such acceleration is not rescinded or annulled, or such
indebtedness for borrowed money is not discharged, within 30 days after
written notice to the Company by the Trustee, or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the Debt
Securities of that series at the time outstanding; (f) certain events in
bankruptcy, insolvency or reorganization; and (g) any other events of default
provided with respect to the Offered Debt Securities. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Debt Securities of each series affected thereby may
declare the Debt Securities of that series to be due and payable immediately,
but under certain conditions such acceleration may be rescinded by the Holders
of a majority in principal amount of the Debt Securities of each series
affected thereby.

No Holder of any Debt Security of a series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such Holder previously shall have

7
<PAGE>

given to the Trustee written notice of an Event of Default and unless also the
holders of not less than 25% in principal amount of the outstanding Debt
Securities of that series shall have made written request upon the Trustee,
and have offered indemnity satisfactory to the Trustee to institute such
proceeding as Trustee, and the Trustee for 60 days shall have failed to
institute such proceeding. However, the right of any Holder of any Debt
Security to institute suit for enforcement of any payment of principal of, and
premium, if any, and interest on, such Debt Security on or after the due date
expressed in such Debt Security, may not be impaired or affected without such
Holder's consent.

The Holders of a majority in principal amount of Debt Securities of any
series at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to Debt
Securities of that series. However, the Trustee may refuse to follow any such
direction that conflicts with any rule of law or the Indenture. Before
proceeding to exercise any right or power under the Indenture at the direction
of such Holders, the Trustee shall be entitled to receive from such Holders
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with any such direction. The
Trustee may withhold from Holders of Debt Securities notice of any continuing
default (except a default in payment of principal, premium, if any, or
interest) if it determines that withholding notice is in their interests.

The Company will be required to furnish to the Trustee within 120 days after
the end of each fiscal year, a statement as to whether any default under the
Indenture occurred during the fiscal year.

DEFEASANCE AND COVENANT DEFEASANCE

Unless otherwise indicated in the accompanying Prospectus Supplement, the
Company may discharge (a "defeasance") its obligations with respect to the
outstanding Debt Securities of such series (other than certain obligations to
the Trustee and the Company's obligations with respect to the registration,
transfer and exchange of certificated Debt Securities, mutilated, destroyed,
lost and stolen certificated Debt Securities, the maintenance of an office or
agency in the Place of Payment and the treatment of funds held by Paying
Agents), or may be released from the restrictions described under "Certain
Covenants of the Company" above and any other provisions identified in the
accompanying Prospectus Supplement ("covenant defeasance") if, among other
things, (i) the Company has irrevocably deposited or caused to be deposited with
the Trustee (or other satisfactory trustee), as trust funds for the payment of
such Debt Securities, money, U.S. Government Obligations (as defined below)
which through the scheduled payment of principal and interest will provide
money, or a combination thereof, in an amount sufficient, without reinvestment,
to pay and discharge at maturity or redemption the entire amount of principal of
(and premium, if any) and interest on such Debt Securities; (ii) no Event of
Default or event which with notice or lapse of time or both would become an
Event of Default with respect to such Debt Securities shall have occurred or be
continuing on the date of such deposit and, for certain purposes, at any time
during the period ending on the 123rd day after the date of deposit, or any
longer preference period; (iii) such defeasance or covenant defeasance shall not
cause the Trustee to have a conflicting interest as referred to in the
Indenture; and (iv) such defeasance or covenant defeasance will not result in a
breach or violation of the Indenture or other material agreements or instruments
of the Company or cause the Debt Securities, if listed on a national securities
exchange, to be delisted.

In addition, in the case of defeasance, the Company is required to deliver
to the Trustee an opinion of counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling,
or (ii) since the date of the Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that the
Holders of the outstanding Debt Securities of the series to be defeased will
not recognize income, gain or loss for

8
<PAGE>

Federal income tax purposes as a result of such defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred. In the
case of a covenant defeasance, the Company is required to deliver to the
Trustee an opinion of counsel to the effect that the Holders of the
outstanding Debt Securities of the series for which covenant defeasance is
proposed will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if the covenant defeasance had not occurred.

"U.S. Government Obligations" is defined in the Indenture as securities that
are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to
any such U.S. Government Obligation or a specific payment of principal of or
interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depository receipt.

MERGER AND SALE OF ASSETS

The Company may consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to
any Person, and another Person may consolidate with and merge into the Company
or convey, transfer or lease its properties and assets substantially as an
entirety to the Company only if (i) the Person formed by such consolidation or
surviving such merger or to which such assets or properties are conveyed,
transferred or leased is a corporation, partnership or trust organized and
validly existing under the laws of the United States, any State or the
District of Columbia and such Person expressly assumes the Company's
obligations under the Indenture; (ii) immediately after giving effect to such
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, has happened and is
continuing; and (iii) if property or assets of the Company have become subject
to a mortgage, pledge, lien, security interest or other encumbrance not
permitted by the Indenture, the Company and such Person have taken appropriate
steps to secure any of the Debt Securities equally and ratably with the
securities secured thereby.

Upon such consolidation, merger or conveyance, transfer or lease, the
successor Person shall be substituted for the Company under the Indenture and,
except in the case of such a lease, the Company shall be relieved of all
obligations under the Indenture.

GLOBAL SECURITIES

Unless otherwise specified in the accompanying Prospectus Supplement, the
Debt Securities of a series will be issued in the form of one or more fully
registered Global Securities registered in the name of Cede & Co., as nominee
of The Depository Trust Company, which will act as the Depositary for the Debt
Securities (the "Depositary"). Unless and until it is exchanged in whole or in
part for Debt Securities in definitive registered form, a Global Security may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor.

The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the

9
<PAGE>

meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary also facilitates
the settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic computerized
book-entry changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. "Direct Participants" include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. Access to the Depositary's system is also
available to others, such as securities brokers and dealers, banks and trust
companies, that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to the Depositary and its Participants are on file with
the Securities and Exchange Commission.

Unless otherwise specified in the accompanying Prospectus Supplement, the
Company anticipates that the following provisions will apply to all depositary
arrangements.

Upon the issuance of a Global Security, the Company expects that the
Depositary will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Debt Securities represented by such
Global Security to the accounts of the applicable Direct Participants. The
accounts to be credited shall be designated by any underwriters or agents
participating in the distribution of such Debt Securities. Purchases of Debt
Securities under the Depositary's system must be made by or through Direct
Participants. The ownership interest of each actual purchaser of Debt
Securities (a "Beneficial Owner") will be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from the Depositary of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Debt Securities are expected to be effected by
entries made on the books of Participants acting on behalf of Beneficial
Owners. So long as the Depositary or its nominee is the registered owner of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or Holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture. Except as set forth
below, Beneficial Owners will not be entitled to have the Debt Securities
represented by a Global Security registered in their names, will not receive
or be entitled to receive physical delivery of such Debt Securities in
definitive form and will not be considered the owners or Holders thereof under
the Indenture.

Principal, premium, if any, and interest payments on Debt Securities
represented by a Global Security registered in the name of the Depositary or
its nominee will be made to the Depositary or its nominee, as the case may be,
as the registered owner of such Global Security. None of the Company, the
Trustee or any paying agent for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

The Company expects that, upon receipt of any payment of principal, premium
or interest, the Depositary will immediately credit Direct Participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of the Depositary. The Company also expects that payments by Direct
Participants to Indirect Participants and by Direct and Indirect Participants
to Beneficial Owners will be governed by standing instructions and customary
practices, as is now the case with the securities held for the accounts of
customers registered in "street names" and will be the responsibility of the
Participants.

10
<PAGE>

As long as the Debt Securities are held by the Depositary or its nominee and
the Depositary continues to make its same day funds settlement system
available to the Company, all payments of principal and interest on the Debt
Securities will be made by the Company in immediately available funds. The
Company has been advised that the Depositary's practice is to credit Direct
Participants' accounts on the applicable payment date unless the Depositary
has reason to believe that it will not receive payment on such date.

Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or next-day funds. In contrast, it is
anticipated that the Debt Securities will trade in the Depositary's Same-Day
Funds Settlement system. Accordingly, the Depositary will require that
secondary trading activity in the Debt Securities settle in immediately
available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the Debt
Securities.

The Company expects that conveyance of notices and other communications by
the Depositary to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. In
addition, neither the Depositary nor Cede & Co. will consent or vote with
respect to the Debt Securities; the Company has been advised that the
Depositary's usual procedure is to mail an omnibus proxy to the Company as
soon as possible after the record date with respect to such consent or vote.
The omnibus proxy would assign Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the Debt Securities are credited
on such record date (identified in a listing attached to the omnibus proxy).

If the Depositary is at any time unwilling or unable to continue as
Depositary for a series of Debt Securities and a successor Depositary is not
appointed by the Company within 90 days, the Company will issue such Debt
Securities in definitive form in exchange for such Global Security. In
addition, the Company may at any time and in its sole discretion determine not
to have any of the Debt Securities of a series represented by one or more
Global Securities and, in such event, will issue Debt Securities of such
series in definitive form in exchange for all of the Global Security or
Securities representing such Debt Securities.

The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in Debt Securities represented by
Global Securities.

THE TRUSTEE

The Trustee has been and from time to time is an unsecured lender to the
Company. The Company may maintain deposit accounts and conduct other banking
transactions with the Trustee in the ordinary course of business.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to purchasers or to a single purchaser;
or (iii) through agents. The accompanying Prospectus Supplement with respect
to the Offered Debt Securities sets forth the terms of the offering of the
Offered Debt Securities, including the name or names of any underwriters or
agents, the purchase price of the Offered Debt Securities and the proceeds to
the Company from such sale, any underwriting discounts, agents' commissions
and other items constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the Offered Debt Securities
may be listed.

11
<PAGE>

If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
Debt Securities may be offered to the public through underwriting syndicates
which may be represented by managing underwriters. Such firms may from time to
time purchase and sell Debt Securities in the secondary market, but they are
not obligated to do so. No assurance can be given that there will be a
secondary market for the Debt Securities. Unless otherwise set forth in the
accompanying Prospectus Supplement, the obligations of the underwriters to
purchase the Offered Debt Securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all the Offered
Debt Securities if any are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.

Offered Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the accompanying Prospectus
Supplement. Unless otherwise indicated in the accompanying Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment. Any such agent may be deemed to be an underwriter
as that term is defined in the Securities Act.

If so indicated in the accompanying Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Offered Debt Securities from the Company at
the public offering price set forth in the accompanying Prospectus Supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject only to those
conditions set forth in the accompanying Prospectus Supplement and the
accompanying Prospectus Supplement will set forth the commission payable for
solicitation of such contracts.

Agents and underwriters may be entitled under agreements to be entered into
with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the agents or underwriters may be
required to make in respect thereof. Agents and underwriters may be customers
of, engage in transactions with, or perform services for the Company in the
ordinary course of business.

EXPERTS

The consolidated financial statements of International Lease Finance
Corporation and subsidiaries appearing in International Lease Finance
Corporation's Annual Report (Form 10-K) for the year ended December 31, 1994,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

LEGAL MATTERS

The validity of the issuance of the Debt Securities offered hereby is being
passed upon for the Company by O'Melveny & Myers. Milbank, Tweed, Hadley &
McCloy, Los Angeles, California will pass upon certain legal matters for the
underwriters or agents.

12
<PAGE>

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

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER OR AGENT. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

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

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Documents Incorporated by Reference........................................ 2
The Company................................................................ 3
American International Group, Inc. ........................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 11
Experts.................................................................... 12
Legal Matters.............................................................. 12
</TABLE>

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

[LOGO OF INTERNATIONAL LEASE FINANCE CORPORATION]

INTERNATIONAL LEASE FINANCE CORPORATION

DEBT SECURITIES

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

PROSPECTUS

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

, 1995

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

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a statement of estimated expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions.

<TABLE>
<S> <C>
1. Registration Fee............................................... $ 689,656
2. Cost of Printing, Engraving and Freight........................ 600,000
3. Legal Fees and Expenses........................................ 500,000
4. Accounting Fees................................................ 100,000
5. Trustee Fees................................................... 75,000
6. Blue Sky Fees and Expenses..................................... 25,000
7. Rating Agency Fees............................................. 500,000
8. Miscellaneous.................................................. 10,344
----------
Total......................................................... $2,500,000
==========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to the California Corporations Code and Section 7.5 of the
Company's Bylaws, directors, officers, employees and agents of the Company may
be indemnified by the Company in certain circumstances against liabilities
they incur while acting in such capacities.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
4 Indenture, dated as of November 1, 1991, between International Lease
Finance Corporation and Bank of America Illinois (formerly Continental
Bank, National Association), as Trustee (filed as an exhibit to
Registration Statement No. 33-43698 and incorporated herein by
reference).
5 Opinion of O'Melveny & Myers as to the legality of the Debt
Securities.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of O'Melveny & Myers (included in their opinion filed as
Exhibit 5).
24 Power of Attorney (included on page II-3).
25 Form T-1 Statement of Eligibility and Qualifications under the Trust
Indenture Act of 1939 of Bank of America Illinois, as Trustee.
</TABLE>

ITEM 17. UNDERTAKINGS.

The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information otherwise required to be
included in a post-effective

II-1
<PAGE>

amendment is contained in a periodic report filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 and incorporated herein by reference;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, unless the information otherwise
required to be included in a post-effective amendment is contained in a
periodic report filed by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 and incorporated herein by
reference; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(5) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 15 above, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer, or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted against the Company by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-2
<PAGE>

SIGNATURES

PURSUANT TO REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT DULY
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF LOS ANGELES, STATE OF CALIFORNIA, ON THE 13TH DAY
OF SEPTEMBER, 1995.

INTERNATIONAL LEASE FINANCE
CORPORATION

/s/ Alan H. Lund
By___________________________________
Executive Vice President, Co-Chief
Operating Officer and Chief
Financial Officer

POWER OF ATTORNEY

WE, THE UNDERSIGNED DIRECTORS AND OFFICERS OF INTERNATIONAL LEASE FINANCE
CORPORATION, AND EACH OF US, DO HEREBY CONSTITUTE AND APPOINT LESLIE L. GONDA,
STEVEN F. UDVAR-HAZY AND ALAN H. LUND, OR ANY ONE OF THEM, OUR TRUE AND LAWFUL
ATTORNEYS AND AGENTS, EACH WITH POWER OF SUBSTITUTION, TO DO ANY AND ALL ACTS
AND THINGS IN OUR NAME AND ON OUR BEHALF IN OUR CAPACITIES AS DIRECTORS AND
OFFICERS AND TO EXECUTE ANY AND ALL INSTRUMENTS FOR US AND IN OUR NAMES IN THE
CAPACITIES INDICATED ABOVE, WHICH SAID ATTORNEYS AND AGENTS, OR ANY ONE OF
THEM, MAY DEEM NECESSARY OR ADVISABLE TO ENABLE SAID CORPORATION TO COMPLY
WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY RULES, REGULATIONS, AND
REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION, IN CONNECTION WITH
THIS REGISTRATION STATEMENT, INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION,
POWER AND AUTHORITY TO SIGN FOR US OR ANY OF US IN OUR NAMES IN THE CAPACITIES
INDICATED BELOW, ANY AND ALL AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS)
HERETO; AND WE DO HEREBY RATIFY AND CONFIRM ALL THAT THE SAID ATTORNEYS AND
AGENTS, OR HIS SUBSTITUTE OR SUBSTITUTES, OR ANY ONE OF THEM, SHALL DO OR
CAUSE TO BE DONE BY VIRTUE HEREOF.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON
SEPTEMBER 13, 1995 IN THE CAPACITIES INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Leslie L. Gonda Chairman of the Board
------------------------------------------- and Director
Leslie L. Gonda

/s/ Steven F. Udvar-Hazy Chief Executive Officer
------------------------------------------- and Director
Steven F. Udvar-Hazy

/s/ Louis L. Gonda Director
-------------------------------------------
Louis L. Gonda

Director
-------------------------------------------
M. R. Greenberg

/s/ Edward E. Matthews Director
-------------------------------------------
Edward E. Matthews

/s/ Petros K. Sabatacakis Director
-------------------------------------------
Petros K. Sabatacakis
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Howard I. Smith Director
-------------------------------------------
Howard I. Smith

/s/ Alan H. Lund Chief Financial Officer and
------------------------------------------- Chief Accounting Officer
Alan H. Lund

</TABLE>

II-4

<PAGE>

Exhibit 5
O'MELVENY & MYERS
400 S. Hope Street
Los Angeles, California 90071

September
13th
1995

(213) 669-6643 412,190-009
LA1-271626

International Lease Finance Corporation
1999 Avenue of the Stars, Suite 3900
Los Angeles, California 90067

Re: $2.0 Billion Aggregate Principal
Amount of Debt Securities of
International Lease Finance Corporation
---------------------------------------

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") to be filed by International Lease Finance
Corporation (the "Company") with the Securities and Exchange Commission in
connection with the registration of $2.0 Billion aggregate principal amount of
Debt Securities (the "Securities"). We have examined the indenture (the
"Indenture"), dated as of November 1, 1991, between the Company and Bank of
America Illinois (formerly Continental Bank, National Association), as trustee
(the "Trustee"), under which the Securities are to be issued. We are familiar
with the proceedings heretofore taken by the Company in connection with the
authorization, registration, issuance and sale of the Securities.

Subject to the proposed additional proceedings being taken as now
contemplated by us as your counsel and as contemplated by the Indenture prior to
the issuance and sale of the Securities, and the execution, delivery and
authentication of the Securities, it is our opinion that the Securities will,
upon the issuance and sale thereof in the manner referred to in the Registration
Statement, constitute legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as
limited by bankruptcy,
<PAGE>

Page 2 - International Lease - September 13, 1995
Finance Corporation

insolvency, reorganization, moratorium or similar laws effecting creditors'
rights generally, and except that we advise you that the enforceability of the
Securities is subject to the effect of general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief regardless of whether considered in a proceeding in equity or at law, and
is subject to provisions of law which may require that a judgment for money
damages rendered by a court in the United States be expressed in United States
Dollars.

We consent to the use of this opinion as an exhibit to the Registration
Statement.

Respectfully submitted,

O'MELVENY & MYERS

<PAGE>

EXHIBIT 12

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
13 MONTHS YEARS ENDED
ENDED DECEMBER 31,
DECEMBER 31, -----------------------------------
1990 1991 1992 1993 1994
------------ -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Earnings
Net income................... $ 69,901 $ 89,530 $157,749 $168,565 $201,943
Add:
Provision for income taxes.. 46,064 50,170 88,491 109,075 110,064
Fixed charges............... 211,802 230,984 279,827 340,568 421,170
Less:
Capitalized interest........ 33,630 38,947 36,291 39,363 44,610
-------- -------- -------- -------- --------
Earnings as adjusted (A)..... $294,137 $331,737 $489,776 $578,845 $688,567
======== ======== ======== ======== ========
Fixed charges
Interest expense............ $178,172 $192,037 $243,536 $301,205 $376,560
Capitalized interest........ 33,630 38,947 36,291 39,363 44,610
-------- -------- -------- -------- --------
Fixed charges as adjusted
(B)......................... $211,802 $230,984 $279,827 $340,568 $421,170
======== ======== ======== ======== ========
Ratio of earnings to fixed
charges ((A) divided by (B)). 1.39x 1.44x 1.75x 1.70x 1.63x
======== ======== ======== ======== ========
</TABLE>

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of International
Lease Finance Corporation for the registration of $2,000,000,000 of Debt
Securities and to the incorporation by reference therein of our report dated
February 21, 1995, with respect to the consolidated financial statements and
schedule of International Lease Finance Corporation and subsidiaries included
in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Century City,
Los Angeles, California
September 13, 1995

<PAGE>

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

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

BANK OF AMERICA ILLINOIS
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

ILLINOIS 36-0947896
(JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U.S. NATIONAL BANK) IDENTIFICATION NO.)

231 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60697
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

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

INTERNATIONAL LEASE FINANCE
CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

CALIFORNIA 22-3059110
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

1999 AVENUE OF THE STARS 90067
39TH FLOOR (ZIP CODE)
LOS ANGELES, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)

================================================================================
<PAGE>

ITEM 1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.

Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois.

Chicago Clearing House Association, 164 W. Jackson Boulevard, Chicago,
Illinois.

Federal Deposit Insurance Corporation, Washington, D.C.

The Board of Governors of the Federal Reserve System, Washington, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee.

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF
THE TRUSTEE:

AS OF SEPTEMBER 12, 1995

<TABLE>
<CAPTION>
COL. B
COL. A AMOUNT
TITLE OF CLASS OUTSTANDING
-------------- -----------
<S> <C>
</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:

(a) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.

Not applicable by virtue of response to Item 13.

(b) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(b)(1) OF
THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER
INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES
WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.

Not applicable by virtue of response to Item 13.

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE
IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.

Not applicable by virtue of response to Item 13.

1
<PAGE>

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND
EXECUTIVE OFFICER OF THE OBLIGOR.

AS OF SEPTEMBER 12, 1995

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
NAME OF TITLE OF AMOUNT OWNED GIVEN
OWNER CLASS BENEFICIALLY IN COL. C
------- -------- ------------ -----------
<S> <C> <C> <C>

</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE
TRUSTEE OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH
DIRECTOR, PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.

AS OF SEPTEMBER 12, 1995

</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:

AS OF SEPTEMBER 12, 1995

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER THE
SECURITIES
ARE VOTING AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
TITLE OF OR NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
-------- ---------- ---------------------------- ---------------------
<S> <C> <C> <C>
</TABLE>

Not applicable by virtue of response to Item 13.

2
<PAGE>

ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.

AS OF SEPTEMBER 12, 1995

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>

</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR
OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.

AS OF SEPTEMBER 12, 1995

</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.

AS OF SEPTEMBER 12, 1995

</TABLE>

Not applicable by virtue of response to Item 13.

3
<PAGE>

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE
TRUSTEE, FURNISH THE FOLLOWING INFORMATION:

AS OF SEPTEMBER 12, 1995

<TABLE>
<CAPTION>
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
---------------------- ------------------ --------
<S> <C> <C>
</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 13. DEFAULTS BY THE OBLIGOR.

(a) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE
SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

There is not nor has there been a default with respect to the
securities under this indenture.

(b) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY
OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

There is not nor has there been a default with respect to the
securities under this indenture. The trustee is not a trustee under
other indentures under which securities issued by the obligor are
outstanding.

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEES, DESCRIBE EACH SUCH
AFFILIATION.

Not applicable by virtue of response to Item 13.

ITEM 15. FOREIGN TRUSTEE.

IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE FOREIGN TRUSTEE IS
AUTHORIZED TO ACT AS SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED
UNDER THE ACT.

Not applicable.

ITEM 16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the certification by the Illinois Commissioner of Banks
and Trust Companies of Bank of America Illinois' Charter and Certificate of
Conversion, incorporated herein by reference to Exhibit 1 to T-1;
Registration No. 33-81660.

2. A copy of the certification by the Illinois Commissioner of Banks
and Trust Companies of Bank of America Illinois' Charter and Certificate of
Conversion, incorporated herein by reference to Exhibit 1 to T-1;
Registration No. 33-81660, includes the authority of the trustee to
commence business.

3. A copy of the certificate of authority for Bank of America Illinois
to engage in trust activities issued by the Illinois Commissioner of Banks
and Trust Companies, incorporated herein by reference to Exhibit 3 to T-1;
Registration No. 33-81660.

4. A copy of the existing By-laws of Bank of America Illinois, as now
in effect, incorporated herein by reference to Exhibit 4 to T-1;
Registration No. 33-55043.

5. Not applicable.

4
<PAGE>

6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to
T-1; Registration No. 33-81660.

7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority, filed herewith.

8. Not applicable.

9. Not applicable.

SIGNATURE

PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
BANK OF AMERICA ILLINOIS, AN ILLINOIS BANKING CORPORATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE STATE OF ILLINOIS, HAS DULY CAUSED THIS
STATEMENT OF ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS,
AS OF THE 12TH DAY OF SEPTEMBER, 1995.

BANK OF AMERICA ILLINOIS

By /s/ K. L. CLARK
----------------------------------
K. L. CLARK
Assistant Vice President

5
<PAGE>

EXHIBIT 7

<TABLE>
<C> <S>
Legal Title of Bank: Bank of America Illinois Call Date: 6/30/95 ST-BK: 17-1560 FFIEC 031
Address: 231 South LaSalle Street Page RC-1
City, State Zip: Chicago, IL 60697
FDIC Certificate No.: 0 3 6 2 2
</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
C400
------------
DOLLAR AMOUNTS IN THOUSANDS RCFD BIL MIL THOU
--------------------------- ---- ------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and
coin(1)......................................... 0081 2,081,000 1.a.
b. Interest-bearing balances(2).................... 0071 301,000 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule
RC-B, column A)................................. 1754 0 2.a.
b. Available-for-sale securities (from Schedule
RC-B, column D)................................. 1773 505,000 2.b.
3. Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds sold.............................. 0276 397,000 3.a.
b. Securities purchased under agreements to
resell.......................................... 0277 0 3.b.
4. Loans and lease financing receivables:
a. Loans and leases,
net of unearned
income (from
Schedule RC-C)....... RCFD 2122 11,789,000 4.a.
b. LESS: Allowance
for loan and lease
losses............... RCFD 3123 277,000 4.b.
c. LESS: Allocated
transfer risk
reserve.............. RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and
4.c)............................................ 2125 11,512,000 4.d.
5. Trading assets (from Schedule RC-D)................ 3545 698,000 5.
6. Premises and fixed assets (including
capitalized leases)................................ 2145 199,000 6.
7. Other real estate owned (from Schedule RC-M)....... 2150 45,000 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M).......... 2130 0 8.
9. Customers' liability to this bank on
acceptances outstanding............................ 2155 32,000 9.
10. Intangible assets (from Schedule RC-M)............. 2143 570,000 10.
11. Other assets (from Schedule RC-F).................. 2160 825,000 11.
12. Total assets (sum of items 1 through 11)........... 2170 17,165,000 12.
</TABLE>
--------
(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.
<PAGE>

<TABLE>
<C> <S>
Legal Title of Bank: Bank of America Illinois Call Date: 6/30/95 ST-BK: 17-1560 FFIEC 031
Address: 231 South LaSalle Street Page RC-2
City, State Zip: Chicago, IL 60697
FDIC Certificate No.: 0 3 6 2 2
</TABLE>

SCHEDULE RC--CONTINUED

<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS BIL MIL THOU
--------------------------- ------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part I)............................... RCON 2200 6,780,000 13.a.
(1) Noninterest-bearing(1)......... RCON 6631 2,760,000 13.a.(1)
(2) Interest-bearing............... RCON 6636 4,020,000 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs (from Schedule RC-E, part II).................... RCFN 2200 2,428,000 13.b.
(1) Noninterest-bearing............ RCFN 6631 1,000 13.b.(1)
(2) Interest-bearing............... RCFN 6636 2,427,000 13.b.(2)
14. Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the
bank and of its Edge and Agreement subsidiaries, and in
IBFs:
a. Federal funds purchased................................... RCFD 0278 760,000 14.a.
b. Securities sold under agreements to repurchase............ RCFD 0279 7,000 14.b.
15. a. Demand notes issued to the U.S. Treasury.................. RCON 2840 1,000,000 15.a.
b. Trading liabilities (from Schedule RC-D).................. RCFD 3548 200,000 15.b.
16. Other borrowed money:
a. With original maturity of one year or less................ RCFD 2332 2,639,000 16.a.
b. With original maturity of more than one year.............. RCFD 2333 43,000 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases....................................................... RCFD 2910 0 17.
18. Bank's liability on acceptances executed and
outstanding.................................................. RCFD 2920 32,000 18.
19. Subordinated notes and debentures............................ RCFD 3200 667,000 19.
20. Other liabilities (from Schedule RC-G)....................... RCFD 2930 399,000 20.
21. Total liabilities (sum of items 13 through 20)............... RCFD 2948 14,955,00 21.
22. Limited-life preferred stock and related surplus............. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................ RCFD 3838 0 23.
24. Common stock................................................. RCFD 3230 685,000 24.
25. Surplus (exclude all surplus related to preferred
stock)....................................................... RCFD 3839 1,424,000 25.
26. a. Undivided profits and capital reserves.................... RCFD 3632 103,000 26.a.
b. Net unrealized holding gains (losses) on available-
for-sale securities....................................... RCFD 8434 4,000 26.b.
27. Cumulative foreign currency translation adjustments.......... RCFD 3284 (6,000) 27.
28. Total equity capital (sum of items 23 through 27)............ RCFD 3210 2,210,000 28.
29. Total liabilities, limited-life preferred stock, and
equity capital (sum of items 21, 22, and 28)................. RCFD 3300 17,165,000 29.
</TABLE>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
<TABLE>
<CAPTION>
NUMBER
------
<S> <C> <C>
1. Indicate in the box at the right the number of the
statement below that best describes the most
comprehensive level of auditing work performed for
the bank by independent external auditors as of any
date during 1994..................................... RCFD 6724 N/A M.1.
</TABLE>
1 = Independent audit of the bank 4 = Directors' examination of the
conducted in accordance with bank performed by other external
generally accepted auditing auditors (may be required by state
standards by a certified public chartering authority)
accounting firm which submits a 5 = Review of the bank's financial
report on the bank statements by external auditors
2 = Independent audit of the bank's 6 = Compilation of the bank's
parent holding company conducted financial statements by external
in accordance with generally auditors
accepted auditing standards by a 7 = Other audit procedures
certified public accounting firm (excluding tax preparation work)
which submits a report on the 8 = No external audit work
consolidated holding company (but
not on the bank separately)
3 = Directors' examination of the
bank conducted in accordance with
generally accepted auditing
standards by a certified public
accounting firm (may be required
by state chartering authority)
--------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.