Sec Form 3 Filing - Fortress Investment Holdings LLC @ Aircastle LTD - 2006-08-07

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fortress Investment Holdings LLC 2. Issuer Name and Ticker or Trading Symbol Aircastle LTD [ AYR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2006 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 10,109,187.5 I By Fortress Investment Fund III LLP ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Shares 8,643,528 I By Fortress Investment Fund III (Fund B) LP ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Shares 1,807,436.6 I By Fortress Investment Fund III (Fund C) LP ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Shares 4,148,448 I By Fortress Investment Fund III (Fund D) LP ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Shares 291,399.9 I By Fortress Investment Fund III (Fund E) LP ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Shares 850,005.5 I By Fortress Investment Fund III (Coinvestment Fund A) LP ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Shares 1,669,951.9 I By Fortress Investment Fund III (Coinvestment Fund B) LP ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Shares 430,101.6 I By Fortress Investment Fund III (Coinvestment Fund C) LP ( 1 ) ( 2 ) ( 3 ) ( 4 ) Common Shares 2,049,941 I By Fortress Investment Fund III (Coinvestment Fund D) LP ( 1 ) ( 2 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fortress Investment Holdings LLC 1345 AVENUE OF THE AMERICAS NEW YORK, NY10105 X FORTRESS INVESTMENT GROUP LLC 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NY10105 X FORTRESS PRINCIPAL INVESTMENT HOLDINGS II LLC 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10105 X FORTRESS INVESTMENT FUND GP (HOLDINGS) LLC 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10105 X FORTRESS FUND III GP LLC 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10105 X Fortress Investment Fund III LP 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10105 X Fortress Investment Fund III (Fund B) LP 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10105 X Fortress Investment Fund III (Fund D) LP 1345 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK, NY10105 X Signatures See signatures included in Exhibit 99.1 08/07/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This report is the first of two Forms 3 filed jointly by certain of the entities described in Footnotes (2) through (4) below, which are direct or indirect 10% beneficial owners. These two Forms 3 constitute a single filing by Fortress Investment Holdings LLC and the beneficial owners described therein. ( 2 )Includes 10,109,187.50 shares held by Fortress Investment Fund III LP("Fund III"), 8,643,528.00 shares held by Fortress Investment Fund III(Fund B) LP ("Fund B"), 1,807,436.60 shares held by Fortress Investment Fund III(Fund C) LP ("Fund C"), 4,148,448.00 shares held by Fortress Investment Fund III (Fund D) L.P. ("Fund D"), 291,399.90 shares held by Fortress Investment Fund III (Fund E) LP ("Fund E"), 850,005.50 shares held by Fortress Investment Fund III (Coinvestment Fund A) "Coinvestment Fund A"), 1,669,951.90 shares held by Fortress Investment Fund III (Coinvestment Fund B) LP ("Coinvestment Fund B"), 430,101.60 shares held by Fortress Investment Fund III(Coinvestment Fund C) LP ("Coinvestment Fund C"), and 2,049,941.00 shares held by Fortress Investment Fund III (Coinvestment Fund D) L.P. ("Coinvestment Fund D") [continued in Footnote 2] ( 3 )Fortress Fund III GP LLC ("FF III GP LLC") is the general partner of each of Fund III, Fund B, Fund C, Fund D, Fund E, Coinvestment Fund A, Coinvestment Fund B, Coinvestment Fund C and Coinvestment Fund D (collectively, the "Fund III Funds"). ( 4 )Fortress Principal Investment Holdings II (FPIH II) is the sole managing member of Fortress Investment Fund GP (Holdings) LLC which is the sole managing member of FF III GP LLC. Pursuant to a management agreement, Fortress Investment Group LLC ("FIG") is the manager of each of the Fund III Funds. FIG is 100% owned by Fortress Investment Holdings LLC ("FIH"). FIH and FPIH II are each owned by certain individuals, including Wesley R. Edens. By virtue of his ownership interests in FIH and FPIH II, Mr. Edens may be deemed to beneficially own the shares listed as beneficially owned by FIH and FPIH II. Mr. Edens disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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