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

Date of Report (Date of earliest event reported):

June 3, 2011

INTERNATIONAL LEASE FINANCE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

(310) 788-1999

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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

On June 3, 2011, International Lease Finance Corporation (the “Company”) issued a press release announcing that as of 5:00 p.m., New York City time on June 2, 2011 (the “Early Tender Date”), pursuant to its previously announced tender offers to purchase certain of its existing outstanding notes (the “Notes”), the Company received valid tenders that were not withdrawn from the holders of the following Notes:

(1)          As of June 2, 2011.

(2)          For each $1,000 principal amount of Notes (excludes accrued but unpaid interest thereon paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable).

(3)          For each $1,000 principal amount of Notes tendered prior to the Early Tender Date.

(4)          Includes the Tender Offer Consideration and the Early Tender Payment.

The tender offers will expire at 11:59 p.m., New York City Time, on June 16, 2011, unless extended by the Company (such time and date, as the same may be extended, the “Expiration Date”).

The Company also announced that, pursuant to the tender offers for the 4.750% Medium-Term Notes, Series Q, due January 13, 2012 (the “4.750% Notes”) and the 5.400% Medium-Term Notes, Series R, due February 15, 2012 (the “5.400% Notes,” and together with the 4.750% Notes, the “Any and All Notes”), it exercised its right to accept for early payment all of the Any and All Notes validly tendered and not withdrawn prior to the Early Tender Date.  Pursuant to the terms of the Offer to Purchase dated May 19, 2011 (the “Offer to Purchase”) and the related Letter of Transmittal (together, with the Offer to Purchase, the “Tender Offer Documents”), the Company has accepted for purchase $293,017,000 aggregate principal amount of the 4.750% Notes and $386,510,000 aggregate principal amount of the 5.400% Notes (all such accepted notes, the “Early Tender Notes”).  Each holder who validly tendered its 4.750% Notes prior to the Early Tender Date received the total consideration of $1,025.00 per $1,000.00 principal amount of its 4.750% Notes tendered and accepted, which consists of $995.00 as the tender offer consideration and $30.00 as an early tender payment and each holder who validly tendered its 5.400% Notes prior to the Early Tender Date received the total consideration of $1,030.00 per $1,000.00 principal amount of its 5.400% Notes tendered and accepted, which consists of $1,000.00 in tender offer consideration and $30.00 as an early tender payment.  In addition, accrued and unpaid interest up to, but not including, the payment date for the Early Tender Notes, was paid in cash on all Early Tender Notes.  The total cash consideration, including accrued and unpaid interest, paid for the Early Tender Notes was approximately $710.1 million.

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Notwithstanding the Company’s exercise of its early acceptance rights for the Early Tender Notes, the tender offers for the Notes will remain open until the Expiration Date, unless extended.

The complete terms and conditions to the tender offers are detailed in the Tender Offer Documents.  The tender offers are being made only through, and subject to the terms and conditions set forth in, the Tender Offer Documents and related materials.

For additional information concerning the foregoing, a copy of the press release dated June 3, 2011, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  The information in this Item 8.01, including Exhibit 99.1, shall be deemed to be incorporated by reference into the Offer to Purchase.

Item 9.01   Financial Statements and Exhibits

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATED:  June 3, 2011

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EXHIBIT INDEX

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