SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 1997
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
California 0-11350 22-3059110
(State or other jurisdiction (Commission File Number) (IRSEmployer
of incorporation) Identification No.)
1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067
(Address of principal executive offices) Zip Code)
Registrant's telephone number including area code: (310) 788-1999
(Former name or former address, if changed since last report.)
Not applicable.
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
The Registrant changed its independent accountants from
Ernst & Young LLP on April 17, 1997 due to the desire to have the
accountants of the Registrant and its parent corporation,
American International Group, Inc., audited by the same
independent accountants, Coopers & Lybrand, LLP. On April 17,
1997, the Registrant engaged Coopers & Lybrand, LLP as the
Registrant's independent accountants.
Neither of the reports of Ernst & Young LLP for the
years ended December 31, 1996 or 1995 contained an adverse
opinion or a disclaimer of opinion, or was qualified or modified
as to uncertainty, audit scope, or accounting principles.
The decision to change independent accountants was
approved by the Board of Directors of Registrant.
Since January 1, 1995, there were no disagreements with
Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, and none of the events set forth in paragraphs
(a)(2)(v)(A) through (D) of Item 304 of Regulation S-K occurred.
Since January 1, 1995, neither the Registrant nor
anyone acting on its behalf has consulted Coopers & Lybrand, LLP
regarding (i) either the application of accounting principles to
a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Registrant's
financial statements, and either a written report was provided to
the Registrant or oral advice was provided that Coopers &
Lybrand, LLP concluded was an important factor considered by the
Registrant in reaching a decision as to the accounting, auditing
or financial reporting issue; or (ii) any matter that was either
the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions to that Item) or a
reportable event (as described in Item 304(a)(1)(iv) of
Regulation S-K).
Item 7. Financial Statements and Exhibits
(c) Exhibits
16 Letter of Ernst & Young LLP.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
INTERNATIONAL LEASE FINANCE CORPORATION
ALAN LUND
By: Alan H. Lund
Executive Vice President,
Co-Chief Operating Officer and
Chief Financial Officer
DATED: April 21, 1997
<PAGE>
EXHIBIT 16
April 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read item 4 of Form 8-K dated April 21, 1997 of
International Lease Finance Corporation and are in agreement with
the statements contained in the second and fourth paragraphs
therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
/s/ ERNST & YOUNG LLP
