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



                                JANUARY 26, 2004
                ________________________________________________
                Date of Report (Date of earliest event reported)



                 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
             ______________________________________________________
             (Exact name of registrant as specified in its charter)




          CALIFORNIA                     1-9259                 94-3008908
________________________________________________________________________________
 (State or other jurisdiction       (Commission File           (IRS Employer
      of incorporation)                 Number)             Identification No.)


555 CALIFORNIA STREET, 4TH FLOOR, SAN FRANCISCO, CALIFORNIA             94104
________________________________________________________________________________
(Address of principal executive offices)                              (Zip Code)


                                 (415) 765-1814
               __________________________________________________
               Registrant's telephone number, including area code



                                  INAPPLICABLE
          ____________________________________________________________
          (Former name or former address if changed since last report)





ITEM 2.            ACQUISITION OR DISPOSITION OF ASSETS.

         On January 26, 2004, Airlease Ltd., a California limited partnership
(the "Company"), completed the sale of an off-lease MD-81 aircraft to OLSF,
L.L.C., a Delaware limited liability company (the "Buyer"), pursuant to an
Aircraft Sales Agreement, dated as of August 12, 2003 (the "Sales Agreement"),
among Wachovia Bank, National Association as trustee, the Company and the Buyer,
as amended by a First Amendment to Aircraft Sales Agreement, dated as of
September 26, 2003 (together with the Sales Agreement, the "Agreement"), among
the same parties. As part of the sale of this asset, the Company also sold two
engines installed on the aircraft, installed or attached appliances, parts,
instruments and other equipment, related flight, engineering and maintenance
documents and data, and related operational and maintenance records. In addition
to providing for the sale of these assets, the Agreement also provides for the
sale of two other similar aircraft (both are off-lease MD-81 aircraft) and
related assets by the Company, which sales were completed on August 12, 2003 and
September 26, 2003 (as previously reported by the Company). The consideration
paid to the Company in connection with the sale of assets completed on January
26, 2004 was $1,000,000. In addition, a $200,000 deposit held by the Company was
credited against the $1,200,000 purchase price for these assets. The
consideration paid to the Company in connection with the sale of assets
completed on August 12, 2003 was $1,200,000, as purchase price, plus a $100,000
deposit. The consideration paid to the Company in connection with the sale of
assets completed on September 26, 2003 was $1,200,000, as purchase price, plus a
$100,000 deposit. The obligations of the Buyer under the Agreement are
guaranteed by GA Telesis Turbine Technologies, L.L.C. The total consideration
paid to the Company for assets sold pursuant to the Agreement was determined
through arm's length negotiations between representatives of the Company and the
Buyer.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (a) Not applicable

                  (b) Not applicable

                  (c) Exhibits


                                       2





NUMBER            EXHIBIT

2.1 (1)           Aircraft Sales Agreement, dated as of August 12, 2003, among
                  Wachovia Bank, National Association as trustee, Airlease Ltd.,
                  a California limited partnership, and OLSF, L.L.C., a Delaware
                  limited liability company (exhibits omitted). (The Company
                  agrees to furnish supplementally copies of omitted exhibits to
                  the Securities and Exchange Commission upon request.)

2.2 (1)           First Amendment to Aircraft Sales Agreement, dated as of
                  September 26, 2003, among Wachovia Bank, National Association
                  as trustee, Airlease Ltd., a California limited partnership,
                  and OLSF, L.L.C., a Delaware limited liability company
                  (exhibits omitted). (The Company agrees to furnish
                  supplementally copies of omitted exhibits to the Securities
                  and Exchange Commission upon request.)

__________________

(1)      Incorporated by reference to the Company's Current Report on Form 8-K
         dated September 26, 2003 filed on October 2, 2003.


                                   SIGNATURES


         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.



                                 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP



                                 By:      Airlease Management Services, Inc.
                                          General Partner



                                 By: /s/ DAVID B. GEBLER
                                     ___________________________________________
                                      David B. Gebler
                                      Chairman, Chief Executive Officer

Dated: January 29, 2004


                                       3