SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
November 30, 2004

via U.S. mail and facsimile

Alan H. Lund
Vice Chairman and Chief Financial Officer,
International Lease Finance Corporation
10250 Constellation Boulevard, Suite 3400
Los Angeles, California 90067

Re:	International Lease Finance Corporation
	Registration Statement on Form S-3
	Filed on November 19, 2004
	File No. 333-120649

Dear Mr. Lund,

      This is to advise you that we have reviewed only Item 4 of
your
Form 10-Q for the quarter ended September 30, 2004, which your
registration statement incorporates by reference. Please revise
your
filing in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  After reviewing your response, we may or may
not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-Q for the Quarter Ended September 30, 2004
Item 4. Controls and Procedures

1. Please disclose whether the officers have concluded that the
disclosure controls and procedures are "effective" at the
reasonable
assurance level.

2. Please disclose whether the officers have concluded that the
effectiveness of its disclosure controls and procedures extend to
the
variable interest entities, and briefly discuss those controls.
Please explain what effect the inability to assess effectiveness
of
internal controls has on your disclosure controls over these
entities. We may have additional comments upon review of your
response.

Closing Comments

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

Please direct any questions to Brigitte Lippmann at (202) 942-
0755.
You may also direct questions to the undersigned Assistant
Director,
who supervised the review of your filing, at (202) 942-1950.

						Sincerely,

						Pamela Long
						Assistant Director

cc:  	Richard A. Boehmer, Esq.
	O`Melveny & Myers LLP
	400 South Hope Street
	Los Angeles, California 90071
??

??

??

??

Alan H. Lund
International Lease Finance Corporation
November 30, 2004
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>