8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934


October 10, 2003
(Date of Earliest Event Reported)

AIRPLANES LIMITED	AIRPLANES U.S. TRUST
(Exact Name of Registrants as Specified in Memorandum of Association or Trust Agreement)
Jersey, Channel Islands	Delaware
(State or Other Jurisdiction of Incorporation or Organization)
33-99970-01 (Commission File Number)	13-3521640 (IRS Employer Identification No.)
Airplanes Limited 22 Grenville Street St. Helier Jersey, JE4 8PX Channel Islands (011 44 1534 609 000)	Airplanes U.S. Trust 1100 North Market Street Rodney Square North Wilmington, Delaware 19890-0001 (1-302-651-1000)
(Addresses and Telephone Numbers, Including Area Codes, of Registrants’ Principal Executive Offices)

Item 5.   Other Events

      Attached hereto as Exhibit A is a copy of a Report to Certificate holders dated October 10, 2003, sent to each holder of a Pass Through Certificate issued by Airplanes Pass Through Trust.

2

SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

AIRPLANES LIMITED

Date: October 10, 2003 /s/ Roy M. Dantzic*  

Director and Officer

AIRPLANES U.S. TRUST

Date: October 10, 2003 /s/ Roy M . Dantzic*  

Controlling Trustee and Officer

*By: /s/ Gerard Hastings  

Attorney-in-Fact

3

EXHIBIT INDEX

Exhibit A	–	Report to Certificateholders
Exhibit B	–	Power of Attorney for Airplanes Limited
Exhibit C	–	Power of Attorney for Airplanes U.S. Trust

4

EX-99.A

Exhibit A

AIRPLANES GROUP

Report to Certificateholders

All numbers in US$ unless otherwise stated

	Payment Date: 15 October 2003.
	Calculation Date: 8 October 2003.
(i)	ACCOUNT ACTIVITY SUMMARY (Between Calculation Dates)
		Prior Balance	Deposits	Withdrawals	Balance on Calculation Date
		9–Sep–03			8–Oct–03
	Lessee Funded Account	0.00	0.00	(0.00)	0.00
	Expense Account (note ii)	415,931.42	13,588,206.24	(7,525,123.07)	6,479,014.59
	Collection Account (note iii)	131,965,784.75	22,645,882.04	(41,704,704.98)	112,906,961.81
	– Miscellaneous Reserve	–			–
	– Maintenance Reserve	80,000,000.00			80,000,000.00
	– Security Deposit	28,889,981.58			10,261,079.77
	– Other Collections (net of interim withdrawals)	23,075,803.17			22,645,882.04
	Total	132,381,716.17	36,234,088.28	(49,229,828.05)	119,385,976.40
(ii)	ANALYSIS OF EXPENSE ACCOUNT ACTIVITY
	Balance on preceding Calculation Date (September 9, 2003)	415,931.42
	Transfer from Collection Account (previous Payment Date)	13,584,068.58
	Transfer from Collection Account (interim deposit)	0.00
	Interest Earned during period	4,137.66
	Payments during period between prior Calculation Date and the relevant Calculation Date:
	– Payments on previous Payment Date	(2,725,067.75)
	– Other payments	(4,800,055.32)
	Balance on relevant Calculation Date (October 8, 2003)	6,479,014.59
(iii)	ANALYSIS OF COLLECTION ACCOUNT ACTIVITY
	Balance on preceding Calculation Date (September 9, 2003)	131,965,784.75
	Collections during period	22,629,607.04
	Swap receipts (previous Payment Date)	16,275.00
	Transfer to Expense Account (previous Payment Date)	(13,584,068.58)
	Transfer to Expense Account (interim withdrawal)	0.00
	Net transfer to Lessee Funded Accounts	0.00
	Aggregate Certificate Payments (previous Payment Date)	(23,691,474.83)
	Swap payments (previous Payment Date)	(4,429,161.57)
	Balance on relevant Calculation Date (October 8, 2003)	112,906,961.81

Page 1 of 4

AIRPLANES GROUP

Report to Certificateholders

All numbers in US$ unless otherwise stated

(iii)	ANALYSIS OF COLLECTION ACCOUNT ACTIVITY (Cont'd)
			ANALYSIS OF CURRENT PAYMENT DATE DISTRIBUTIONS
			Priority of Payments
		(i)	Required Expense Amount	14,000,000.00	Note 1:
		(ii)	a) Class A Interest	2,125,257.86	The amount of cash retained at point (x),
			b) Swap Payments	4,276,035.40	the "Second Collection Account Top–up,
		(iii)	First Collection Account Top–up	60,000,000.00	in the Priority of Payments, is $31,379,330 short of
		(iv)	Minimum Hedge Payment	0.00	the full amount required to be retained at this point
		(v)	Class A Minimum Principal	14,259,155.66	if sufficient cashflows were available after payment
		(vi)	Class B Interest	359,161.12	of all scheduled amounts ranking prior to the
		(vii)	Class B Minimum Principal	1,946,415.56	Second Collection Account Top–up in the Priority
		(viii)	Class C Interest	2,375,979.69	of Payments. The Second Collection Account
		(ix)	Class D Interest	3,580,412.50	Top–up consists of a maintenance reserve
		(x)	Second Collection Account Top–up (Note 1)	16,463,558.61	amount of $20 million and the security deposit
		(xi)	Class A Principal Adjustment Amount	0.00	reserve amount.
		(xii)	Class C Scheduled Principal	0.00
		(xiii)	Class D Scheduled Principal	0.00
		(xiv)	Modification Payments	0.00
		(xv)	Soft Bullet Note Step–up Interest	0.00
		(xvi)	Class E Minimum Interest	0.00
		(xvii)	Supplemental Hedge Payment	0.00
		(xviii)	Class B Supplemental Principal	0.00
		(xix)	Class A Supplemental Principal	0.00
		(xx)	Class D Outstanding Principal	0.00
		(xxi)	Class C Outstanding Principal	0.00
		(xxii)	Class E Supplemental Interest	0.00
		(xxiii)	Class B Outstanding Principal	0.00
		(xxiv)	Class A Outstanding Principal	0.00
		(xxv)	Class E Accrued Unpaid Interest	0.00
		(xxvi)	Class E Outstanding Principal	0.00
		(xxvii)	Charitable Trust	0.00
	Total Payments with respect to Payment Date			119,385,976.40
	Less Collection Account Top–Ups ((iii) and (x)above)			(76,463,558.61)
				42,922,417.79

Page 2 of 4

AIRPLANES GROUP

Report to Certificateholders

All numbers in US$ unless otherwise stated

(iv)		PAYMENT ON THE CERTIFICATES
	(a)	FLOATING RATE CERTIFICATES	A–6	A–8	A–9	Class B	Note 2:
		Applicable LIBOR	1.12000%	1.12000%	1.12000%	1.12000%	Step–up interest on Airplanes Group's subclass
		Applicable Margin	0.34000%	0.37500%	0.55000%	0.75000%	A–8 notes is payable at point (xv) in the Priority of
		Applicable Interest Rate	1.46000%	1.49500%	1.67000%	1.87000%	Payments. To the extent that step–up interest is
		Interest Amount Payable	209,424.53	872,083.33	1,043,750.00	359,161.12	not paid, it will accrue in accordance with the
		Step Up Interest Amount Payable (Note 2)	0.00	294,621.02	0.00	0.00	terms of the subclass A–8 notes. Available
							cashflows were not sufficient to allow payment of
		Opening Principal Balance	172,129,754.06	700,000,000.00	750,000,000.00	230,477,724.58	step–up interest on any payment day to date.
		Minimum Principal Payment Amount	14,259,155.66	0.00	0.00	1,946,415.56	Total step–up interest accrued and
		Adjusted Principal Payment Amount	0.00	0.00	0.00	0.00	unpaid on Airplanes Group's subclass A–8 notes
		Supplemental Principal Payment Amount	0.00	0.00	0.00	0.00	at October 15, 2003 was $2,061,111.11. Interest on
		Total Principal Distribution Amount	14,259,155.66	0.00	0.00	1,946,415.56	unpaid step–up interest (also payable at point (xv)
		Redemption Amount					in the Priority of Payments) accrued and unpaid
		– amount allocable to principal	0.00	0.00	0.00	0.00	at October 15, 2003 was $10,564.48.
		– premium allocable to premium	0.00	0.00	0.00	0.00
		Outstanding Principal Balance (October 15, 2003)	157,870,598.40	700,000,000.00	750,000,000.00	228,531,309.02
	(b)	FIXED RATE CERTIFICATES	Class C	Class D
		Applicable Interest Rate	8.1500%	10.8750%
		Interest Amount Payable	2,375,979.69	3,580,412.50
		Opening Principal Balance	349,837,500.00	395,080,000.00
		Scheduled Principal Payment Amount	0.00	0.00
		Redemption Amount	0.00	0.00
		– amount allocable to principal	0.00	0.00
		– amount allocable to premium	0.00	0.00
		Actual Pool Factor	0.9329000	0.9877000
		Outstanding Principal Balance (October 15, 2003)	349,837,500.00	395,080,000.00
	Table of rescheduled Pool Factors		n/a	n/a
	in the event of a partial redemption
(v)	FLOATING RATE CERTIFICATE INFORMATION FOR NEXT INTEREST ACCRUAL PERIOD (Aggregate Amounts)
			A–6	A–8	A–9	Class B
	Applicable LIBOR		1.12000%	1.12000%	1.12000%	1.12000%
	Applicable Margin		0.34000%	0.37500%	0.55000%	0.75000%
	Applicable Interest Rate		1.46000%	1.49500%	1.67000%	1.87000%

Page 3 of 4

AIRPLANES GROUP

Report to Certificateholders

All numbers in US$ unless otherwise stated

(vi)	CURRENT PERIOD PAYMENTS Per $100,000 Initial Outstanding Principal Balance of Certificates)
	(a)	FLOATING RATE CERTIFICATES
			A–6	A–8	A–9	Class B
		Opening Principal Amount	1,721.30	7,000.00	7,500.00	2,304.78
		Total Principal Payments	(142.59)	0.00	0.00	(19.46)
		Closing Outstanding Principal Balance	1,578.71	7,000.00	7,500.00	2,285.31
		Total Interest	2.09	8.72	10.44	3.59
		Total Premium	0.00	0.00	0.00	0.00
	(b)	FIXED RATE CERTIFICATES
			Class C	Class D
		Opening Principal Amount	3,498.38	3,950.80
		Total Principal Payments	0.00	0.00
		Outstanding Principal Balance	3,498.38	3,950.80
		Total Interest	23.76	35.80
		Total Premium	0.00	0.00

Page 4 of 4

EX-99.B

Exhibit B

     Attached hereto is a true and correct copy of a Power of Attorney given by each of the persons signatory thereto.

/s/ John Banes
John Banes

POWER OF ATTORNEY

           Each of the undersigned, being a Director and officer of Airplanes Limited, hereby individually appoints Frank Haspel, John McMahon, Huib van Doorn, Erwin den Dikken, Brian Marks, Gerry Hastings and Sean Brennan and each of them, acting on behalf of debis AirFinance Financial Services (Ireland) Limited (formerly AerFi Financial Services (Ireland) Limited), as Administrative Agent of Airplanes Limited, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”), with full power by power of attorney of substitution and resubstitution, for him and in his name, place and stead, in his capacity as a Director and an officer of Airplanes Limited, to sign each Report on Form 8-K which will be filed at least monthly, provided that where any such Report on Form 8-K is required to contain any information in addition to or other than a copy of the relevant monthly report to certificate holders, the contents of such Report on Form 8-K shall be notified to any one Director of Airplanes Limited prior to the filing thereof, each such Report on Form 8-K containing a monthly report to certificate holders to be filed monthly on or about the 15th day of each month and each other Report on Form 8-K to be filed within the time prescribed by the Securities and Exchange Commission (the “SEC”) upon the occurrence of certain events listed in the SEC rules and regulations with the SEC and any amendments thereto, and to file the same with any exhibits thereto and any other documents in connection therewith with the SEC, granting unto said Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said Attorney-in-Fact, or his substitute, may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be duly executed and delivered in Jersey, Channel Islands on the date indicated below.

Dated: June 6, 2002 /s/ William M. McCann  

William M. McCann

Witness: /s/ Michael Walsh  

Dated: June 6, 2002 /s/ Roy M. Dantzic  

Roy M. Dantzic

Witness: /s/ Michael Walsh  

Dated: June 6, 2002 /s/ Hugh R. Jenkins  

Hugh R. Jenkins

Witness: /s/ Michael Walsh  

Dated: June 6, 2002 /s/ Richard E. Cavanagh  

Richard E. Cavanagh

Witness: /s/ Michael Walsh  

Dated: June 6, 2002 /s/ Brian T. Hayden  

Brian T. Hayden

Witness: /s/ Michael Walsh  

EX-99.C

Exhibit C

     Attached hereto is a true and correct copy of a Power of Attorney given by each of the persons signatory thereto.

/s/ John Banes
John Banes

POWER OF ATTORNEY

           Each of the undersigned, being a Controlling Trustee and officer of Airplanes U.S. Trust, hereby individually appoints Frank Haspel, John McMahon, Huib van Doorn, Erwin den Dikken, Brian Marks, Gerry Hastings and Sean Brennan and each of them, acting on behalf of debis AirFinance Financial Services (Ireland) Limited (formerly AerFi Financial Services (Ireland) Limited), as Administrative Agent of Airplanes U.S. Trust, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”), with full power by power of attorney of substitution and resubstitution, for him and in his name, place and stead, in his capacity as a Controlling Trustee and an officer of Airplanes U.S. Trust to sign each Report on Form 8-K which will be filed at least monthly, provided that where any such Report on Form 8-K is required to contain any information in addition to or other than a copy of the relevant monthly report to certificate holders, the contents of such Report on Form 8-K shall be notified to any one Controlling Trustee of Airplanes U.S. Trust prior to the filing thereof, each such Report on Form 8-K containing a monthly report to certificate holders to be filed monthly on or about the 15th day of each month and each other Report on Form 8-K to be filed within the time prescribed by the Securities and Exchange Commission (the “SEC”) upon the occurrence of certain events listed in the SEC rules and regulations with the SEC and any amendments thereto, and to file the same with any exhibits thereto and any other documents in connection therewith with the SEC, granting unto the said Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said Attorney-in-Fact, or his substitute, may lawfully do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be duly executed and delivered in Jersey, Channel Islands on the date indicated below.

Dated: June 6, 2002 /s/ William M. McCann  

William M. McCann

Witness: /s/ Michael Walsh  

Dated: June 6, 2002 /s/ Roy M. Dantzic  

Roy M. Dantzic

Witness: /s/ Michael Walsh  

Dated: June 6, 2002 /s/ Hugh R. Jenkins  

Hugh R. Jenkins

Witness: /s/ Michael Walsh  

Dated: June 6, 2002 /s/ Richard E. Cavanagh  

Richard E. Cavanagh

Witness: /s/ Michael Walsh  

Dated: June 6, 2002 /s/ Brian T. Hayden  

Brian T. Hayden

Witness: /s/ Michael Walsh