8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 13, 2007 (February 13, 2007)

Aircastle Limited

(Exact name of registrant as specified in its charter)

Bermuda	001-32959	98-0444035
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

c/o Aircastle Advisor LLC 300 First Stamford Place, Stamford, Connecticut	06902
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (203) 504-1020

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 - Other Events

Item 8.01 Other Events.

On February 13, 2007, Aircastle Limited (the "Company") announced that it closed its previously announced underwritten public offering of common shares. The Company issued and sold a total of 15,525,000 common shares, including 2,025,000 shares sold pursuant to the exercise by the underwriters of their over-allotment option, at a public offering price of $33.00 per share. The Company received gross proceeds from the sale of such shares of approximately $512.3 million.

A copy of the press release announcing the completion of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)        Exhibits

99.1 Press Release dated February 13, 2007.

SIGNATURE

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 hereunto duly authorized.

AIRCASTLE LIMITED

(Registrant)

/s/ David Walton

David Walton

Chief Operating Officer, General Counsel and Secretary

Date: February 13, 2007

EXHIBIT INDEX

Exhibit Number Exhibit

99.1Press Release dated February 13, 2007.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Julia Hallisey

Investor Relations

(203) 504-1063

Aircastle Announces Completion of Follow-On Offering

STAMFORD, CT. February 13, 2007 - Aircastle Limited (NYSE: AYR) today announced the closing of its previously announced underwritten offering of 15,525,000 common shares, including 2,025,000 shares sold pursuant to the exercise by the underwriters of their over-allotment option, at a public offering price of $33.00 per share. Aircastle raised approximately $512.3 million in gross proceeds from the sale of such shares.

J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc. and Citigroup Global Markets Inc. acted as joint book running managers and as representatives for the underwriters of this offering. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Aircastle, and Sidley Austin LLP acted as legal advisor to the underwriters.

Copies of the prospectus related to the offering may be obtained from the prospectus departments of: J.P. Morgan Securities Inc., located at National Statement Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245; Bear, Stearns & Co. Inc., located at 383 Madison Avenue, 41st Floor, New York, NY 10179; and Citigroup Global Markets Inc., located at 388 Greenwich Street, 34th Floor, New York, NY 10013.

Aircastle Limited is an aviation company that acquires, owns and leases high-utility commercial jet aircraft to airlines throughout the world. As of January 31, 2007, Aircastle had acquired and committed to acquire aviation assets having an aggregate purchase price equal to $1.9 billion and $1.8 billion, respectively, for a total of approximately $3.7 billion, including Aircastle's commitment to acquire 38 aircraft from affiliates of Guggenheim Aviation Investment Fund, LP.

This press release 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 or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not necessarily limited to, statements regarding the closing of the offering, the anticipated issuance of shares by Aircastle

Limited and other statements that are not historical facts. Words such as "anticipate(s)," "expect(s)," "intend(s)," "plan(s)," "target(s)," "project(s)," "believe(s)," "seek(s)," "estimate(s)" and similar expressions are intended to identify such forward-looking statements. These statements are based on management's current expectations and beliefs and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements; Aircastle Limited can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from Aircastle Limited's expectations include, but are not limited to, (a) customary closing conditions and (b) such other risk factors as may be discussed in the final prospectus relating to the offering and subsequent reports filed with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date of this press release. Aircastle Limited expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Aircastle Limited's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.