EXHIBIT 99.2


[E&Y Logo Appears Here] ERNST & YOUNG

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                         Independent Accountant's Report

To the Partners of Airlease Ltd.,
A California Limited Partnership

We have reviewed the accompanying  balance sheets of Airlease Ltd., a California
Limited Partnership, as of June 30, 2004 and 2003, and the related statements of
operations for the three-month and six-month periods then ended, and the related
statements  of  changes  in  partners'  equity  accounts  and cash flows for the
six-month  period  then  ended.  These  interim  financial  statements  are  the
responsibility of the Partnership's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data, and making  inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance  with auditing  standards  generally  accepted in the United  States,
which will be performed  for the full year with the  objective of  expressing an
opinion regarding the financial statements taken as a whole. Accordingly,  we do
not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the  accompanying  interim  financial  statements  for  them to be in
conformity with accounting principles generally accepted in the United States.


                              /s/ ERNST & YOUNG LLP

July 12, 2004










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