UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*




                            AVOLON HOLDINGS LIMITED
-------------------------------------------------------------------------------
                                (Name of Issuer)



                  Common Shares, par value $0.000004 per share
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    G52237107
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 31, 2015
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[_] Rule 13d-1(b)

[_] Rule 13d-1(c)

[X] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any  subsequent  amendment  containing  information which  would  alter
the disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                           Page 1 of 9



-----------------------
  CUSIP No. G52237107                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

           Goldman  Sachs Asset Management, L.P.

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [x]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 0

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               1,193,160*
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  0

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               1,193,160*

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           1,193,160*


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           1.4 %**


------------------------------------------------------------------------------
12.   Type of Reporting Person

           IA

------------------------------------------------------------------------------
*The information provided in this Amendment No. 1 to Schedule 13G (including the
 Exhibits), other than Item 5, is provided as of December 31, 2015.  As a result
 of the merger of Avolon Holdings Limited (the "Issuer") with a subsidiary of
 Bohai Leasing, as reported on a Form 6-K filed by the Issuer on January 8,
 2016, the Issuer became a wholly-owned, indirect subsidiary of Bohai Leasing
 and the Common Shares reported herein were converted into the right
 to receive cash.

**Based on 82,428,607 shares of Common Shares outstanding as of September 1,
 2015,as provided in Section 3.03 of the Merger Agreement among Bohai
 Leasing Co.,Ltd., Mariner Acquisition Ltd. and the Issuer, dated as of
 September 3, 2015, filed by the Issuer as Exhibit 99.1 to the Form 6-K filed
 on September 4, 2015.



                                Page 2 of 9



Item 1(a).         Name of Issuer:
                   AVOLON HOLDINGS LIMITED

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   The Oval, Building 1
                   Shelbourne Road
                   Ballsbridge, Dublin 4
                   Ireland



Item 2(a).         Name of Persons Filing:

                   GOLDMAN SACHS ASSET MANAGEMENT, L.P.

Item 2(b).         Address of Principal Business Office or, if none, Residence:

                   Goldman Sachs Asset Management, L.P.
                   200 West Street
                   New York, NY  10282

Item 2(c).         Citizenship:
                   Delaware


Item 2(d).         Title of Class of Securities:
                   Common Shares, par value $0.000004 per share

Item 2(e).         CUSIP Number:
                   G52237107

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[  ]  Broker or dealer registered under Section 15 of the Act
                   (15 U.S.C. 78o).

          (b).[  ]  Bank as defined in Section 3(a)(6) of the Act
                   (15 U.S.C. 78c).

          (c).[  ]  Insurance company as defined in Section 3(a)(19) of the Act
                   (15 U.S.C. 78c).

          (d).[  ]  Investment company registered under Section 8 of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[  ]  An investment adviser in accordance with
                   Rule 13d-1(b)(1)(ii)(E);

          (f).[  ]  An employee benefit plan or endowment fund in accordance
                   with Rule 13d-1(b)(1)(ii)(F);

          (g).[  ]  A parent holding company or control person in accordance
                   with Rule 13d-1(b)(1)(ii)(G);

          (h).[  ]  A savings association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[  ]  A church plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940 (15 U.S.C. 80a-3);


	  (j).[  ]  A non-U.S.institution in accordance with
                     Rule 13d-1(b)(1)(ii)(J);

          (k).[_]  A group, provided that all the members are persons
                   specified with Rule 13d-1(b)(1)(ii)(A) through (J).

	   If filing as a non-US institution in accordance with Rule 13d-1(b)
           (1)(ii)(J), please specify the type of institution:


                               Page 3 of 9

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                   If this statement is being filed to report the fact that as
                   of the date hereof the reporting persons have ceased to be
                   the beneficial owners of more than five percent of the class
                   of securities, check the following [X].

                   As a result of the merger of the Issuer with a subsidiary
                   of Bohai Leasing, as reported on a Form 6-K filed by the
                   Issuer on January 8, 2016, the Issuer became a wholly-owned,
                   indirect subsidiary of Bohai Leasing and the Common Shares
                   reported herein were converted into the right to receive
                   cash. Therefore, on the date hereof, the Reporting Person
                   does not own any shares of the Issuer's Common Shares.


Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.

                   Investment funds for which the Reporting Person or an
                   affiliate act as investment manager (and which are
                   identified on Exhibit 99.1) are the record owners of
                   the Common Shares reported herein.


Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             See Exhibit (99.1)

Item 8.            Identification and Classification of Members of the Group.
                             See Exhibit (99.2)

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                             Not Applicable


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

*In accordance with the Securities and Exchange Commission Release No. 34-39538
(January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities,
if any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i)
any client accounts with respect to which the Goldman Sachs Reporting Units
or their employees have voting or investment discretion or both, or with
respect to which there are limits on their voting or investment authority or
both and (ii) certain investment entities of which the Goldman Sachs Reporting
Units act as the general partner, managing general partner or other manager,
to the extent interests in such entities are held by persons other than
the Goldman Sachs Reporting Units.



                               Page 4 of 9


                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  February 10, 2016

             GOLDMAN SACHS ASSET MANAGEMENT, L.P.

             By:/s/  Jeremy  Kahn
              ----------------------------------------
             Name:   Jeremy  Kahn
             Title:  Attorney-in-fact



                               Page 5 of 9


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Item 7 Information
  99.2          Item 8 Information
  99.3          Power of Attorney, relating to
                GOLDMAN SACHS ASSET MANAGEMENT, L.P.

                               Page 6 of 9


                             ITEM 7 INFORMATION                EXHIBIT (99.1)

The securities being reported on by GOLDMAN SACHS ASSET MANAGEMENT, L.P.
("GSAM"), as control person, are held by PEG Avolon Holding ("PEG", holder
of 995,845 Common Shares which represents approximately 1.2% of the
Issuer's outstanding Common Shares), Private Equity Partners IX Direct
Investment Fund, L.P. ("PEP IX", holder of 73,223 Common Shares which
represents approximately 0.1% of the Issuer's outstanding Common Shares)
and Private Equity Partners X Direct, L.P. ("PEP IX", holder of 123,264
Common Shares which represents approximately 0.1% of the Issuer's
outstanding Common Shares and Goldman Sachs GIVI Europe Equity Portfolio
("GS Europe", holder of 828 Common Shares, which represents less than 0.01%
of the Issuer's outstanding Common Shares).

GSAM or an affiliate of GSAM is the investment manager of PEG, PEP IX, PEP X
and GS Europe and has all investment and dispositive power over the shares
held of record by such entities.



                               Page 7 of 9



                            ITEM 8 INFORMATION                EXHIBIT (99.2)


The information provided below in this Item 8 is provided as of
December 31, 2015. As a result of the merger of Avolon Holdings
Limited (the "Issuer") with a subsidiary of Bohai Leasing, as
reported on a Form 6-K filed by the Issuer on January 8, 2016,
the Issuer became a wholly-owned, indirect subsidiary of Bohai
Leasing, the Common Shares reported herein were converted
into the right to receive cash and the Shareholders Agreement
described below terminated.

Each of PEG Avolon Holdings, Private Equity Partners IX Direct Investment
Fund, L.P. and Private Equity Partners X Direct, L.P.(collectively, the
"GSAM Funds") is a party to a Shareholders' Agreement of Avolon Holdings
Limited (the "Shareholders Agreement")by and among the Issuer, AAIL
Holdings S.A r.l. (a shareholder of the Issuer that is owned by funds
affiliated with CVC Capital Partners SICAV-FIS S.A.)("CVC"),
Idamante S.A r.l. (a shareholder of the Issuer that is owned by funds
affiliated with Cinven Limited)("Cinven"), the funds managed by
Oak Hill Capital Management, LLC that are shareholders
of the Issuer ("OHCM"), Vigorous Investment Pte Ltd ("Vigorous" and
collectively with CVC, Cinven and OHCM, the "Sponsors"), the
GSAM Funds, OHA Avaero Holding S.A r.l.(a shareholder of the Issuer owned
by funds affiliated with Oak Hill Advisors, L.P.)("OHA"),Fourth Cinven (Railpen
2011) Co-Investment Limited Partnership ("Railpen 2011"), Universities
Superannuation Scheme Limited ("USS" and collectively with the GSAM Funds,
OHA and Railpen 2011, the "Syndicatees"),and the limited partnerships
affiliated with Agraffe No.2 Limited that are shareholders of the Issuer.

The Shareholders Agreement provides the Sponsors, among other things,
certain rights related to board nominations and observers, board committee
appointment rights, approvals over certain actions taken by the Issuer
and registration rights. Initially, the Issuer's board
will consist of 11 members. Pursuant to the Shareholders Agreement,
each of CVC, Cinven and OHCM (collectively, the "Majority Sponsors")
will have the right to nominate two members to the Issuer's board
of directors (the "Board") so long as such Majority Sponsor and its
Syndicatees hold at least 10% of the Issuer's then-outstanding
Common Shares (the "Outstanding Shares") and one member so long
as it and its Syndicatees hold at least 5% of the Outstanding Shares
(collectively, the "Majority Sponsor Directors"). In addition, any
Sponsor holding (together with its Syndicatees) at least 2.5% of
the Outstanding Shares will have the right to appoint an observer
to the Board and each committee of the Board, so long as such Sponsor
does not have a Majority Sponsor Director appointed as provided above.
At such time as a Majority Sponsor loses its right to nominate one of its two
directors by falling below the 10% ownership threshold, the Board will
correspondingly be reduced in size to a minimum of eight directors. At such
time as a Majority Sponsor loses its right to nominate its remaining director
by falling below the 5% ownership threshold, the vacancy will be filled as
provided in the Issuer's memorandum and articles of association. The
remaining members of the Board will initially consist of two members of
management (the "Management Directors") and three independent directors.

The Shareholders Agreement also provides that each Sponsor and Syndicatee
party thereto will take all action necessary to cause the Majority Sponsor
Directors and the Management Directors to be elected or re-elected,
including, if requested by a Majority Sponsor, by calling and holding such
meetings of the shareholders as may be necessary, and the Issuer will not
take any actions that are inconsistent with the intent and purpose of
the foregoing nomination rights. Each Sponsor and each Syndicatee has
committed under the terms of the Shareholders Agreement to vote all
of the Outstanding Shares held by it to cause the election or re-election
of the Majority Sponsor Directors and the Management Directors.


In addition, the Shareholders Agreement provides that so long as the
Sponsors hold at least 25% of the outstanding Common Shares, certain
corporate matters require the approval of Sponsors holding a majority
of the Common Shares then held by the Sponsors. If such approval is not
obtained, each Sponsor and Syndicatee is required to vote against the
matter's approval.

The Shareholders Agreement is filed as Exhibit 10.21 to Amendment No. 5 to
Form F-1 Registration Statement filed with the SEC on December 1, 2014
and the description of the Shareholders Agreement contained herein
is not complete and is qualified in its entirety by the terms thereof.

As a result of being a party to the Shareholders Agreement, the GSAM Funds
may be deemed to be members of a "group" with the other Sponsors and
Syndicatees that are parties to the Shareholders Agreement for purposes
of Section 13(d) under the Securities Exchange Act of 1934. The share
ownership reported herein for the GSAM Funds does not include any of the
Issuer's Common Shares beneficially owned by the other parties to the
Shareholders Agreement. Each of the GSAM Funds disclaims beneficial
ownership of any of the Issuer's Common Shares beneficially owned by the
other parties to the Shareholders Agreement.



                                Page 8 of 9




                                                                  EXHIBIT (99.3)

                                POWER OF ATTORNEY


KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P.
(the "Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn and Brian Bae (and any other employee of The Goldman Sachs Group,
Inc. or one of its affiliates designated in writing by one of the attorneys-in-
fact), acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and purposes as
the Company might or could do if personally present by one of its authorized
signatories,hereby ratifying and confirming all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full  force and effect  until either
revoked in writing by the undersigned or until such time as the person   or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee  of  The Goldman Sachs Group, Inc. or  one of its  affiliates. The
Company has the  unrestricted right to  unilaterally  revoke this  Power of
Attorney.

This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 30, 2012.



GOLDMAN SACHS ASSET MANAGEMENT, L.P.


By:/s/ Ellen R. Porges
____________________________
Name:  Ellen R. Porges
Title: General Counsel


                   DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT

KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of  GOLDMAN SACHS ASSET MANAGEMENT, L.P.  (the "Company") ,
pursuant  to  that Power of  Attorney  dated November 30, 2012 (the "POA"),
does  hereby  designate Veruna Stanescu, Lee Tryhorn and Leo Herskovich,
employees of the Company, as additional attorneys-in-fact, with  the same
authority  to act  as provided to the undersigned and the other to the
to the undersigned and the other attorneys-in-fact named in the POA.

This Designation  of  Additional  Attorney-in-Fact  (this "Designation")  shall
not  affect  the continued  power  of  the   undersigned  or  the  other  named
attorneys-in-fact  to act under the  POA to the  full extent permitted thereby.
This Designation shall remain  in full  force and effect until either it or the
POA is revoked in  writing by  the Company, or until  such  time as the  person
or persons to whom  power of attorney  has been  hereby  granted cease(s) to be
an employee of the Company or one of its affiliates.

IN WITNESS WHEREOF, the  undersigned  has duly subscribed  these presents as of
April 21, 2015.


GOLDMAN SACHS ASSET MANAGEMENT, L.P.


By:   /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact


                               Page 9 of 9