EXHIBIT 3.7

                               THIRD AMENDMENT TO
                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                 AIRLEASE LTD. A CALIFORNIA LIMITED PARTNERSHIP

         This Third  Amendment  to Amended  and  Restated  Agreement  of Limited
Partnership  of  Airlease   Ltd.,  A  California   Limited   Partnership   (this
"Amendment"), is made and entered into as of the 17th day of March, 2004.

         WHEREAS,  the Partners  previously entered into an Amended and Restated
Agreement of Limited  Partnership  dated as of October 10,  1986,  as amended on
December 12, 1988 and on March 17, 2004 (the "Partnership Agreement");

         WHEREAS,  the  Partners  desire to amend the  Partnership  Agreement as
specified in this Amendment; and

         WHEREAS,  Article 18 of the Partnership  Agreement provides that it may
be amended if certain  conditions are satisfied,  and all such  conditions  have
been satisfied with respect to this Amendment;

         NOW, THEREFORE,  for and in consideration of the foregoing,  and of the
covenants and agreements hereinafter set forth, it is hereby agreed as follows:

         1.       DEFINED TERMS.  All capitalized  terms  used  but  not defined
herein shall have the meanings given to such terms in the Partnership Agreement,
as amended by this Amendment.

         2.       AMENDMENT  OF  SECTION  3.3(B).  Sections  3.3(B)(1)  and  3.3
(B)(2) of the Agreement  hereby are deleted in their  entirety and replaced with
the following new Section 3.3(B) to read in its entirety as follows:

                  (B) After  March 17,  2004,  all Cash  Available  From Sale or
         Refinancing shall be distributed pursuant to Section 10.3(C),  provided
         that  if  the  General  Partner  determines  that  it  would  be in the
         Partnership's  best  interest,  Cash Available From Sale or Refinancing
         may be used to repay indebtedness.

         3.       AMENDMENT OF SECTION 4.1(FF). Section 4.1(ff) of the Agreement
hereby is deleted in its entirety and replaced  with the  following  new Section
4.1 (ff) to read in its entirety as follows:

                  (ff) To sell  any and all  Partnership  Assets  on  terms  and
         conditions  determined by the General Partner,  including a sale of all
         or substantially all of the Partnership Assets.



         4.       AMENDMENT OF SECTION 7.9(A)(2).  Section  7.9  (A )(2)  of the
Agreement  hereby is deleted in its entirety and replaced with the following new
Section 7.9 (A)(2) to read in its entirety as follows:

                  (2) Dissolution,  discontinuation,  or material  alteration of
         the business of the Partnership,  provided that no approval is required
         for dissolution  following the sale of all or substantially  all of the
         Partnership Assets;

         5.       AMENDMENT OF SECTION 10.3. Section  10.3(B)  of  the Agreement
hereby is deleted in its entirety.  Section  10.3(C) of the Agreement  hereby is
deleted in its entirety and replaced with the  following new Section  10.3(C) to
read in its entirety as follows:

                  (C) After March 17, 2004,  subject to Section 3.3(B), any Cash
         Available  From Sale or  Refinancing  shall be  distributed  99% to the
         Unitholders and 1% to the General Partner.

         6.       AGREEMENT IN FULL FORCE AND EFFECT.  Except as amended hereby,
the Agreement shall continue in full force and effect.

         7.       GOVERNING  LAW.   This  Amendment  shall  be governed  by  and
construed under the laws of the State of California.






         IN WITNESS WHEREOF,  the undersigned have executed this Amendment as of
the day and year first written above.



                                 GENERAL PARTNER:

                                 AIRLEASE MANAGEMENT SERVICES, INC.



                                 By:  /s/ DAVID B. GEBLER
                                      __________________________________________
                                        Name: David B. Gebler
                                        Title: Chairman, Chief Executive Officer
                                               and President