Aircastle (AYR)

The rules of the Securities and Exchange Commission (the “SEC”) require that when a registrant prepares, on or after the date a registrant reports a discontinued operation, a new registration, proxy or information statement (or amends a previously filed registration, proxy or information statement) that includes or incorporates by reference financial statements, the registrant must recast the prior period annual and relevant interim financial statements included or incorporated by reference in the registration, proxy or information statement to reflect the discontinued operation. Accordingly, we are filing this Form 8–K to recast certain information included in our Annual Report on Form 10-K, filed with the SEC on March 22, 2007 for the year ended December 31, 2006 (our “Form 10-K”), including our consolidated financial statements for each of the three years in the period ended December 31, 2006, to reflect the presentation of the operating results of this sold aircraft as discontinued operations. The updates do not represent a restatement of previously issued financial statements.

The following recast information is presented in Exhibit 99.1 to this Current Report on Form 8–K and incorporated herein by reference:

Exhibit 99.1 does not reflect events occurring after the filing of our Form 10-K for the year ended December 31, 2006 and nothing in Exhibit 99.1 modifies or updates the disclosures in our Form 10-K, other than as required to reflect the changes in discontinued operations described above. For example, this Current Report on Form 8-K does not update the disclosures contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K, other than as required to reflect the presentation of the operating results of the above-described aircraft as discontinued operations. Significant developments with respect to those disclosures, as well as other changes to our business, have occurred and are described in subsequent filings with the SEC, including our Quarterly Reports on Form 10-Q for each of the quarterly periods ended March 31, 2007 and June 30, 2007.

Flight equipment held for sale is not depreciated and related deferred costs are not amortized. Subsequent changes to the asset’s fair value, either increases or decreases are recorded as adjustments to the carrying value of the flight equipment; however, any such adjustment would not exceed the original carrying value of the flight equipment held for sale. The rent received from flight equipment held for sale and related interest expense, net of income taxes, are reported in income from discontinued operations.