As filed with the Securities and Exchange Commission
                         on July 8, 1997. 

                          Registration No. 333-_______


             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     ___________________

                          FORM S-8
                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933
                     ___________________

               INTERNATIONAL AIRCRAFT INVESTORS
   (Exact name of registrant as specified in its charter)
                     ___________________

   California                                 95-4176107
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)            Identification No.)

    3655 Torrance Boulevard, Suite 410, Torrance, California 90503
            (Address of principal executive offices)

INTERNATIONAL AIRCRAFT INVESTORS 1997 ELIGIBLE DIRECTORS STOCK OPINION PLAN
                  (Full title of the plan)
        
                     ___________________

                     William E. Lindsey
               International Aircraft Investors
              3655 Torrance Boulevard, Suite 410
                  Torrance, California  90503
            (Name and address of agent for service)
                     ___________________

Telephone number, including area code, of agent for service: 
                       (310) 316-3080
                     ___________________

                            Copy to:
                    Richard A. Boehmer, Esq.
                      O'Melveny & Myers LLP
                400 South Hope Street, Suite 1500
                 Los Angeles, California  90071

               CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                  <C>            <C>           <C>          <C>
                                    Proposed      Proposed
                                    maximum       maximum
Title of             Amount         offering      aggregate     Amount of
securities           to be          price         offering     registration
to be registered     registered     per unit      price        fee

Common Stock,        50,000<1>       $9,875       $493,750     $146
without par value    shares

__________
<FN>

<1>  This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, options and
      other rights to purchase or acquire the shares of Common
      Stock covered by the Prospectus and, pursuant to Rule 416,
      an additional indeterminate number of shares which by
      reason of certain events specified in the Plan may become
      subject to the Plan.

<2>   Pursuant to Rule 457(h), the maximum offering price, per
      share and in the aggregate, and the registration fee were
      calculated based upon the average of the high and low
      prices of the Common Stock on February 11, 1998 on the
      Nasdaq National Market as published in the Western Edition
      of The Wall Street Journal. 

</FN>
</TABLE>
<PAGE>

                           PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS

     The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1).  Such documents need not be
filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include
the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.

<PAGE>
                           PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The description of the Common Stock of International
Aircraft Investors (the "Company") contained in its Form 8-A dated
October 6, 1997 and any amendment or report filed for the purpose
of updating such description is incorporated herein by reference. 
In addition, the Company's Prospectus, dated November 5, 1997,
filed under Rule 424(b) (File No. 333-19875) under the Securities
Act of 1933, as amended, and the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997 filed under the
Securities Exchange Act of 1934, as amended, are hereby
incorporated herein by reference. 

      All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, are deemed to be incorporated by reference into the
prospectus and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document, all or
a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration
Statement.


ITEM 4.     DESCRIPTION OF SECURITIES

     Not Applicable. 


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Amended and Restated Articles of Incorporation of the
Company contain provisions eliminating the personal liability of
the directors to the Company or its shareholders to the fullest
extent permitted under the California General Corporations Law. 
The Bylaws of the Company provide for indemnification of directors,
officers, employees and agents of the Company consistent with the
provisions of the California General Corporation Law.  The Company
also has entered into Indemnity Agreements with each director and
officer of the Company.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 


ITEM 8.     EXHIBITS

       See the attached Exhibit Index.


ITEM 9.     UNDERTAKINGS

  (a)  The undersigned registrant hereby undertakes: 

            (1) To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:

                    (i)   To include any prospectus
               required by Section 10(a)(3) of the Securities
               Act of 1933 (the "Securities Act");

                      (ii)   To reflect in the prospectus
               any facts or events arising after the effective
               date of the Registration Statement (or the most
               recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a
               fundamental change in the information set forth
               in the Registration Statement; and

                     (iii)  To include any material
               information with respect to the plan of
               distribution not previously disclosed in the
               Registration Statement or any material change to
               such information in the Registration Statement;

               Provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 (the "Exchange Act") that are
     incorporated by reference in the Registration Statement;

               (2) That, for the purpose of determining any
     liability under the Securities Act, each such post-
     effective amendment shall be deemed to be a new regis-
     tration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof; and

               (3) To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                         SIGNATURES

       Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California, on this 17th day of
February, 1998.

                          INTERNATIONAL AIRCRAFT INVESTORS


                          By: __/s/ MICHAEL P. GRELLA__
                              Michael P. Grella
                              President

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<S>                          <C>                           <C>

   Signature                 Title                         Date

/s/ WILLIAM E. LINDSEY       Chairman of the Board,        February 17, 1998
    William E. Lindsey       Chief Executive Officer
                             and Director (Principal
                             Executive Officer)


/s/ MICHAEL P. GRELLA        President and Director        February 17, 1998
    Michael P. Grella


/s/ RICHARD O. HAMMOND       Vice President -- Finance     February 17, 1998
    Richard O. Hammond       and Treasurer (Principal
                             Financial Officer)
                            

/s/ ALAN G. STANFORD, JR.    Vice President -- Controller  February 17, 1998
    Alan G. Stanford, Jr.    (Principal Accounting 
                              Officer)
                            
/s/ STUART M. WARREN          Director                      February 17, 1998
    Stuart M. Warren


/s/ AARON MENDELSOHN          Director                      February 17, 1998
    Aaron Mendelsohn


/s/ CHRISTER SALEN            Director                      February 17, 1998
    Christer Salen 


/s/ KENNETH TAYLOR            Director                      February 17, 1998
    Kenneth Taylor 
                            

/s/ RALPH O. HELLMOLD         Director                      February 17, 1998
    Ralph O. Hellmold           
                            

/s/ MAGNUS GUNNARSSON         Director                      February 17, 1998
    Magnus Gunnarsson           


</TABLE>
<PAGE>


                        EXHIBIT INDEX


Exhibit 
Number            Description  

  4.              International Aircraft Investors 1997
                  Eligible Directors Stock Option Plan 
                  (filed as an exhibit to the
                  Company's Registration Statement 
                  (File No. 333-19875) and
                  incorporated herein by reference)
                                
  5.              Opinion of O'Melveny & Myers LLP 
                  (opinion re legality).

            
  23.1            Consent of KPMG Peat Marwick LLP, 
                  Independent Certified Public
                  Accountants.
                                
  23.2            Consent of Counsel (included in Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933", "secsgml_size_bytes": 13669}]
{"company-data": {"conformed-name": "INTERNATIONAL AIRCRAFT INVESTORS", "cik": "0001029688", "assigned-sic": "7359", "irs-number": "954176107", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46413", "film-number": "98542516"}, "business-address": {"street1": "3655 TORRANCE BLVD", "street2": "SUITE 410", "city": "TORRANCE", "state": "CA", "zip": "90503", "phone": "3103163080"}, "mail-address": {"street1": "3655 TORRANCE BLVD", "street2": "SUITE 410", "city": "TORRANCE", "state": "CA", "zip": "90503"}}
As filed with the Securities and Exchange Commission
                         on July 8, 1997. 

                          Registration No. 333-_______

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                     ___________________

                          FORM S-8
                   REGISTRATION STATEMENT
                            UNDER
                 THE SECURITIES ACT OF 1933
                     ___________________

               INTERNATIONAL AIRCRAFT INVESTORS
   (Exact name of registrant as specified in its charter)
                     ___________________

   California                                 95-4176107
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)            Identification No.)

    3655 Torrance Boulevard, Suite 410, Torrance, California 90503
            (Address of principal executive offices)

INTERNATIONAL AIRCRAFT INVESTORS 1997 ELIGIBLE DIRECTORS STOCK OPINION PLAN
                  (Full title of the plan)
        
                     ___________________

                     William E. Lindsey
               International Aircraft Investors
              3655 Torrance Boulevard, Suite 410
                  Torrance, California  90503
            (Name and address of agent for service)
                     ___________________

Telephone number, including area code, of agent for service: 
                       (310) 316-3080
                     ___________________

                            Copy to:
                    Richard A. Boehmer, Esq.
                      O'Melveny & Myers LLP
                400 South Hope Street, Suite 1500
                 Los Angeles, California  90071

               CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                    maximum       maximum
Title of             Amount         offering      aggregate     Amount of
securities           to be          price         offering     registration
to be registered     registered     per unit      price        fee

Common Stock,        50,000<1>       $9,875       $493,750     $146
without par value    shares

__________
<1>  This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, options and
      other rights to purchase or acquire the shares of Common
      Stock covered by the Prospectus and, pursuant to Rule 416,
      an additional indeterminate number of shares which by
      reason of certain events specified in the Plan may become
      subject to the Plan.

<2>   Pursuant to Rule 457(h), the maximum offering price, per
      share and in the aggregate, and the registration fee were
      calculated based upon the average of the high and low
      prices of the Common Stock on February 11, 1998 on the
      Nasdaq National Market as published in the Western Edition
      of The Wall Street Journal.
PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS

     The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1).  Such documents need not be
filed with the Securities and Exchange Commission either as part of
this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents, which include
the statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The description of the Common Stock of International
Aircraft Investors (the "Company") contained in its Form 8-A dated
October 6, 1997 and any amendment or report filed for the purpose
of updating such description is incorporated herein by reference. 
In addition, the Company's Prospectus, dated November 5, 1997,
filed under Rule 424(b) (File No. 333-19875) under the Securities
Act of 1933, as amended, and the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997 filed under the
Securities Exchange Act of 1934, as amended, are hereby
incorporated herein by reference. 

      All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, are deemed to be incorporated by reference into the
prospectus and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document, all or
a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so
modified or amended, to constitute a part of this Registration
Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

     Not Applicable. 

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not Applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       The Amended and Restated Articles of Incorporation of the
Company contain provisions eliminating the personal liability of
the directors to the Company or its shareholders to the fullest
extent permitted under the California General Corporations Law. 
The Bylaws of the Company provide for indemnification of directors,
officers, employees and agents of the Company consistent with the
provisions of the California General Corporation Law.  The Company
also has entered into Indemnity Agreements with each director and
officer of the Company.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 

ITEM 8.     EXHIBITS

       See the attached Exhibit Index.

ITEM 9.     UNDERTAKINGS

  (a)  The undersigned registrant hereby undertakes: 

            (1) To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:

                    (i)   To include any prospectus
               required by Section 10(a)(3) of the Securities
               Act of 1933 (the "Securities Act");

                      (ii)   To reflect in the prospectus
               any facts or events arising after the effective
               date of the Registration Statement (or the most
               recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a
               fundamental change in the information set forth
               in the Registration Statement; and

                     (iii)  To include any material
               information with respect to the plan of
               distribution not previously disclosed in the
               Registration Statement or any material change to
               such information in the Registration Statement;

               Provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 (the "Exchange Act") that are
     incorporated by reference in the Registration Statement;

               (2) That, for the purpose of determining any
     liability under the Securities Act, each such post-
     effective amendment shall be deemed to be a new regis-
     tration statement relating to the securities offered
     therein, and the offering of such securities at that time
     shall be deemed to be the initial bona fide offering
     thereof; and

               (3) To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

       Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Los Angeles, State of California, on this 17th day of
February, 1998.

                          INTERNATIONAL AIRCRAFT INVESTORS

                          By: __/s/ MICHAEL P. GRELLA__
                              Michael P. Grella
                              President

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature                 Title                         Date

/s/ WILLIAM E. LINDSEY       Chairman of the Board,        February 17, 1998
    William E. Lindsey       Chief Executive Officer
                             and Director (Principal
                             Executive Officer)

/s/ MICHAEL P. GRELLA        President and Director        February 17, 1998
    Michael P. Grella

/s/ RICHARD O. HAMMOND       Vice President -- Finance     February 17, 1998
    Richard O. Hammond       and Treasurer (Principal
                             Financial Officer)
                            

/s/ ALAN G. STANFORD, JR.    Vice President -- Controller  February 17, 1998
    Alan G. Stanford, Jr.    (Principal Accounting 
                              Officer)
                            
/s/ STUART M. WARREN          Director                      February 17, 1998
    Stuart M. Warren

/s/ AARON MENDELSOHN          Director                      February 17, 1998
    Aaron Mendelsohn

/s/ CHRISTER SALEN            Director                      February 17, 1998
    Christer Salen 

/s/ KENNETH TAYLOR            Director                      February 17, 1998
    Kenneth Taylor 
                            

/s/ RALPH O. HELLMOLD         Director                      February 17, 1998
    Ralph O. Hellmold           
                            

/s/ MAGNUS GUNNARSSON         Director                      February 17, 1998
    Magnus Gunnarsson
EXHIBIT INDEX

Exhibit 
Number            Description  

  4.              International Aircraft Investors 1997
                  Eligible Directors Stock Option Plan 
                  (filed as an exhibit to the
                  Company's Registration Statement 
                  (File No. 333-19875) and
                  incorporated herein by reference)
                                
  5.              Opinion of O'Melveny & Myers LLP 
                  (opinion re legality).

            
  23.1            Consent of KPMG Peat Marwick LLP, 
                  Independent Certified Public
                  Accountants.
                                
  23.2            Consent of Counsel (included in Exhibit 5).