INTERNATIONAL LEASE FINANCE CORP, S-3, 1997-02-14

INTERNATIONAL LEASE FINANCE CORP
S-3, 1997-02-14
EQUIPMENT RENTAL & LEASING, NEC

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 1997
REGISTRATION NO. 333-
================================================================================

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)

<TABLE>
<S> <C>
CALIFORNIA 22-3059110
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
</TABLE>

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:

<TABLE>
<S> <C>
RICHARD A. BOEHMER, ESQ. PETER P. WALLACE, ESQ.
O'MELVENY & MYERS LLP MILBANK, TWEED, HADLEY & MCCLOY
400 SOUTH HOPE STREET 601 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA 90071 LOS ANGELES, CALIFORNIA 90017
</TABLE>

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

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 being 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 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>
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
Debt Securities....................... $2,000,000,000 100% $2,000,000,000 $606,061
==========================================================================================================
</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. 33-62649
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> 2

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 FEBRUARY 14, 1997

PROSPECTUS

INTERNATIONAL LEASE FINANCE CORP. (LOGO)

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 $[2,100,000,000], 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 , 1997
<PAGE> 3

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 Section 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 Section of the Commission, Room 1024,
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's Web site is http://www.sec.gov.

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 Section 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. In addition, the
Registration Statement may be examined by accessing the Commission's Web site at
http://www.sec.gov.

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the year ended December 31,
1995, its Quarterly Report on Form 10-Q, as amended by Form 10-Q/A, for the
quarter ended March 31, 1996, its Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1996 and September 30, 1996 and its Current Reports on
Form 8-K, event dates January 4, 1996, June 14, 1996, August 1, 1996, October 4,
1996, October 18, 1996, January 13, 1997, January 31, 1997 and February 10,
1997, 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, INCLUDING ANY
BENEFICIAL OWNER, 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> 4

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. In
addition, the Company is engaged in the remarketing of commercial jet aircraft
for its own account, for airlines and for financial institutions. At December
31, 1996, the Company had committed to purchase 243 aircraft deliverable through
2004 at an estimated aggregate purchase price of $13.3 billion. It also had
options to purchase an additional 35 aircraft deliverable through 2005 at an
estimated aggregate purchase price of $2.8 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>
YEARS ENDED
DECEMBER 31,
- --------------------------------------------------------------
1991 1992 1993 1994 1995
- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C>
1.44x 1.75x 1.70x 1.63x 1.48x
</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> 5

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 First
Trust National Association (successor to 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 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

4
<PAGE> 6

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.

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.

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<PAGE> 7

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.

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

6
<PAGE> 8

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 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 proceedings. 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.

7
<PAGE> 9

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 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

8
<PAGE> 10

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 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. The Depositary is owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. 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, which will
receive a credit for the Debt Securities on the Depositary's records. 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

9
<PAGE> 11

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.

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.

10
<PAGE> 12

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.

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.

11
<PAGE> 13

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, 1995,
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 LLP. Milbank, Tweed, Hadley &
McCloy, Los Angeles, California will pass upon certain legal matters for the
underwriters or agents.

12
<PAGE> 14

- ------------------------------------------------------
- ------------------------------------------------------
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]

DEBT SECURITIES
------------------------

PROSPECTUS

------------------------
, 1997
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 15

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.............................................. $ 606,061
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................................................. 93,939
----------
Total.................................................. $2,500,000
==========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Pursuant to the California Corporations Code and Section 7.5 of the
registrant's Bylaws, directors, officers, employees and agents of the registrant
may be indemnified by the registrant 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 First Trust National Association (successor to
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 LLP 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 LLP (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 First Trust National Association, as Trustee.
</TABLE>

ITEM 17. UNDERTAKINGS.

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

II-1
<PAGE> 16

(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 registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated herein by
reference. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement.

(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 registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant'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
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant 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
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant 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> 17

SIGNATURES

Pursuant to requirements of the Securities Act of 1933, the Registrant
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 14th day of
February, 1997.

INTERNATIONAL LEASE FINANCE
CORPORATION

By: /s/ ALAN H. LUND
------------------------------------
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 by the following persons on February
14th, 1997 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

Director
- -----------------------------------------------
Louis L. Gonda

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

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

</TABLE>

II-3
<PAGE> 18

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ PETROS K. SABATACAKIS Director
- -----------------------------------------------
Petros K. Sabatacakis

Director
- -----------------------------------------------
Howard I. Smith

/s/ ALAN H. LUND Executive Vice President,
- ----------------------------------------------- Co-Chief Operating Officer
Alan H. Lund and Chief Financial Officer
(Principal Financial and
Accounting Officer)
</TABLE>

II-4
<PAGE> 19

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
----------------
<S> <C> <C>

4 Indenture, dated as of November 1, 1991, between International Lease
Finance Corporation and First Trust National Association (successor to
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 LLP 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 LLP (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 First Trust National Association, as
Trustee...............................................................
</TABLE>

<PAGE> 1

EXHIBIT 5

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

February 14th

1997
(213) 669-6000 412,190-009

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 First Trust
National Association (successor to 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, insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally (including, without limitation, fraudulent
conveyance laws), 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 LLP

<PAGE> 1

EXHIBIT 12

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------------------
1991 1992 1993 1994 1995
-------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Earnings
Net income........................ $ 89,530 $157,749 $168,565 $201,943 $196,437
Add:
Provision for income taxes..... 50,170 88,491 109,075 110,064 141,909
Fixed charges.................. 230,984 279,827 340,568 421,170 592,519
Less:
Capitalized interest........... 38,947 36,291 39,363 44,610 51,091
-------- -------- -------- -------- --------
Earnings as adjusted (A).......... $331,737 $489,776 $578,845 $688,567 $879,774
======== ======== ======== ======== ========
Fixed charges
Interest expense............... $192,037 $243,536 $301,205 $376,560 $541,428
Capitalized interest........... 38,947 36,291 39,363 44,610 51,091
-------- -------- -------- -------- --------
Fixed charges as adjusted (B)..... $230,984 $279,827 $340,568 $421,170 $592,519
======== ======== ======== ======== ========
Ratio of earnings to fixed charges
((A) divided by (B)).............. 1.44x 1.75x 1.70x 1.63x 1.48x
</TABLE>

<PAGE> 1

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 20,
1996, 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, 1995, filed with the
Securities and Exchange Commission.

ERNST & YOUNG LLP

Century City,
Los Angeles, California
February 7, 1997

<PAGE> 1

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

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)

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

FIRST TRUST NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

36-40-46888
I.R.S. Employer
Identification No.)

<TABLE>
<S> <C>
111 EAST WALKER DRIVE, SUITE 3000 60601
CHICAGO, ILLINOIS (Zip code)
(Address of principal
executive offices)
</TABLE>

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

G. M. CARROLL
FIRST TRUST NATIONAL ASSOCIATION
111 EAST WALKER DRIVE, SUITE 3000
CHICAGO, ILLINOIS 60601
TELEPHONE (312) 228-9451
(Name, address, and telephone number of agent for service)

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

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

<TABLE>
<S> <C>
CALIFORNIA 22-3059110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1999 AVENUE OF THE STARS 90067
39TH FLOOR (Zip code)
LOS ANGELES, CALIFORNIA
(Address of principal executive offices)
</TABLE>

DEBT SECURITIES
(Title of Indenture Securities)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

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.

Comptroller of the Currency, 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 FEBRUARY 10, 1997

<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 and nature of each such connection.

Not applicable by virtue of response to Item 13.

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.

1
<PAGE> 3

AS OF FEBRUARY 10, 1997

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
TITLE OF AMOUNT OWNED GIVEN IN
NAME OF OWNER CLASS BENEFICIALLY 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 FEBRUARY 10, 1997

</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 FEBRUARY 10, 1997

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

</TABLE>

Not applicable by virtue of response to Item 13.

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.

2
<PAGE> 4

AS OF FEBRUARY 10, 1997

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
AS COLLATERAL SECURITY REPRESENTED BY
AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN
NAME OF ISSUER AND TITLE OF CLASS OUTSTANDING DEFAULT BY TRUSTEE IN 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 FEBRUARY 10, 1997

</TABLE>

Not applicable by virtue of response to Item 13.

ITEM 11. OWNERSHIP OR 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 FEBRUARY 10, 1997

</TABLE>

Not applicable by virtue of response to Item 13.

3
<PAGE> 5

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 FEBRUARY 10, 1997

<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 another indenture under
which securities are outstanding.

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 Articles of Association of First Trust National
Association as now in effect, incorporated herein by reference to Exhibit 1 to
T-1; Registration No. 333-19025.

2. A copy of the certificate of authority to commence business,
incorporated herein by reference to Exhibit 2 to T-1; Registration No. 33-64175.

3. A copy of the certificate of authority to exercise corporate trust
powers, incorporated herein by reference to Exhibit 3 to T-1; Registration No.
33-64175.

4. A copy of the existing By-Laws of First Trust National Association as
now in effect, incorporated herein by reference to Exhibit 4 to T-1;
Registration No. 33-64175.

5. Not applicable by virtue of response to Item 13.

4
<PAGE> 6

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. 33-64175.

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.

5
<PAGE> 7

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, First Trust National Association, A National Banking Association
organized and existing under the laws of the United States of America, 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 10th day of February, 1997.

FIRST TRUST NATIONAL ASSOCIATION

By: /s/ G.M. CARROLL
------------------------------------
G.M. Carroll
Vice President and
Assistant Secretary

6
<PAGE> 8

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVING BANKS FOR SEPTEMBER 30, 1996

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

ASSETS

<TABLE>
<CAPTION>
RCON C200 (LESS THAN)
---- ------- -----------
DOLLAR AMOUNT IN
THOUSANDS
<S> <C> <C> <C> <C>
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)....... 0081 75,779 1.a
b. Interest-bearing balances(2)................................ 0071 0 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-8, column
A)............................................................. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-8, column
D)............................................................. 1773 3,231 2.b
3. Federal funds sold and securities purchased under agreements to
resell:
a. Federal funds sold.......................................... 0276 0 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).......................................................... 2122 0 4.a
b. LESS: Allowance for loan and lease losses................... 3123 0 4.b
c. LESS: Allocated transfer risk reserve....................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowances, and
reserve (item 4.a minus 4.b and 4.c)........................... 2125 0 4.d
5. Trading assets................................................. 3545 0 5.
6. Premises and fixed assets (including capitalized leases)....... 2145 112 6.
7. Other real estate owned (from Schedule RC-M)................... 2150 0 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 0 9.
10. Intangible assets (from Schedule RC-M)......................... 2143 26,407 10.
11. Other assets (from Schedule RC-F).............................. 2160 2,692 11.
12. Total assets (sum of items 1 through 11)....................... 2170 108,221 12.
</TABLE>

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

(1) Includes cash items in process of collection and unposted debits.

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

FIRST TRUST OF ILLINOIS, N.A.*
111 E. WACKER DRIVE
SUITE 3000
CHICAGO, IL 60601

*Please note. As of midnight, December 31, 1996
First Trust of Illinois, N.A., changed its name to First Trust National
Associaton.
<PAGE> 9

<TABLE>
<CAPTION>
RCON C200 (LESS THAN)
---- ------- -----------
DOLLAR AMOUNT IN
THOUSANDS
<S> <C> <C> <C> <C>

LIABILITIES
13. Deposits
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E).............................................. 2200 0 13.a
(1) Noninterest-bearing(1)................................... 6631 0 13.a.1
(2) Interest-bearing......................................... 6636 0 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs...........................................................
(1) Noninterest-bearing......................................
(2) Interest-bearing.........................................
14. Federal funds purchased and securities sold under agreements to
repurchase:
a. Federal funds purchased..................................... 0278 0 14.a
b. Securities sold under agreements to repurchase.............. 0279 0 14.b
15. a. Demand notes issued to the U.S. Treasury.................... 2840 0 15.a
b. Trading liabilities......................................... 3548 0 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less............... 2332 0 16.a
b. With a remaining maturity of more than one year............. 2333 0 16.b
17. Mortgage indebtedness and obligations under capitalized
leases......................................................... 2910 0 17.
18. Bank's liability on acceptances executed and outstanding....... 2920 0 18.
19. Subordinated notes and debentures.............................. 3200 0 19.
20. Other liabilities (from Schedule RC-G)......................... 2930 1,730 20.
21. Total liabilities (sum of items 13 through 20)................. 2948 1,730 21.
22. Limited-life preferred stock and related surplus............... 3282 0 22.

EQUITY CAPITAL
23. Perpetual preferred stock and related surplus.................. 3838 0 23.
24. Common stock................................................... 3230 1,000 24.
25. Surplus (exclude all surplus related to preferred stock)....... 3839 106,712 25.
26. a. Undivided profits and capital reserves...................... 3632 (1,221) 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities..................................................... 8434 0 26.b
27. Cumulative foreign currency translation adjustments............
28. Total equity capital (sum of items 23 through 27).............. 3210 106,491 28.
29. Total liabilities, limited-life preferred stock, and equity
capital
(sum of items 21, 22, and 28).................................. 3300 108,221 29.

MEMORANDUM
To be reported only with the March Report of Condition.
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 1995............................................... 6724 N/A M.1
</TABLE>

[ ] Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank.

[ ] Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)

[ ] Director's 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)
<PAGE> 10

[ ] Director's examination of the bank performed by other external auditors
(may be required by state chartering authority)

[ ] Review of the bank's financial statements by external auditors

[ ] Compilation of the bank's financial statements by external auditors

[ ] Other audit procedures (excluding tax preparation work)

[ ] No external audit work
- ------------------------------

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.