AIRCRAFT INCOME PARTNERS L P
8-K, 1997-05-29
EQUIPMENT RENTAL & LEASING, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    Form 8-K



                                 CURRENT REPORT



               Date of Report (Date of earliest event reported).
                                  May 22, 1997



                         AIRCRAFT INCOME PARTNERS L.P.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



       Delaware                      0-17785                   13-3430508
- --------------------------------------------------------------------------------
(State or other jurisdiction       Commission               (I.R.S. Employer
of incorporation)                  File Number                I.D. Number)



411 West Putnam Avenue, Greenwich, CT                           06830
- --------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)



        Registrant's Telephone Number including area code: (203) 862-7000
<PAGE>
ITEM 5.  Other Events

On May 22, 1997, a Boeing  737-297  Advanced  aircraft,  owned by Registrant was
sold to an  unaffiliated  third party for proceeds of  approximately  $1,982,000
exclusive of selling expenses of approximately $60,000. The aircraft,  which was
formerly  leased to Aloha  Airlines,  Inc.,  ("Aloha") had been off-lease  since
October 15, 1996. Associated with the aircraft was approximately $639,000 of net
maintenance and return provision  reserves that Aloha had paid the Registrant as
provided  under the lease  agreement.  Net sale  proceeds  and a portion  of the
reserves are expected to be distributed to limited  partners in August 1997. The
undistributed  reserve on the Aloha  aircraft  will be held back  until  certain
contingent liabilities related to the aircraft are satisfied. At the time of the
sale, the aircraft had a net carrying value of approximately $1,290,000.
<PAGE>


                                   SIGNATURES


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.



                                      Aircraft Income Partners L.P.

                                  By: Integrated Aircraft Fund Management Corp.,
                                      General Partner


                                      /s/Douglas J. Lambert
                                      ---------------------
                                      Douglas J. Lambert
                                      President and Chief Financial Officer








Date: May 29, 1997


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