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


December 13, 2004 (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		13-3521640
(Commission File Number)		(IRS Employer Identification No.)

Airplanes Limited		Airplanes U.S. Trust
22 Grenville Street		1100 North Market Street
St. Helier		Rodney Square North
Jersey, JE4 8PX		Wilmington, Delaware
Channel Islands		19890-0001
(011 44 1534 609 000)		(1-302-651-1000)
(Addresses and Telephone Numbers, Including Area Codes, of Registrants' Principal Executive Offices)

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.):

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

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

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

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

Item 8.01. Other Events

Attached hereto as Exhibit A is a copy of a Report to Certificateholders dated December 13, 2004, sent to each holder of a Pass Through Certificate issued by Airplanes Pass Through Trust.

SIGNATURES

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: December 13, 2004	/s/ Roy M. Dantzic*
	Director and Officer


Date: December 13, 2004	AIRPLANES U.S. TRUST

	/s/ Roy M. Dantzic*
	Controlling Trustee and Officer


	*By: /s/ Gerard Hastings
	Attorney-in-Fact

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

AIRPLANES LTD 8-K