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): March 7, 2001

                               AEROCENTURY CORP.
             (Exact name of Registrant as specified in its charter)

DELAWARE                                                  94-3263974
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


                          1440 Chapin Avenue, Suite 310
                              Burlingame, CA 94010
               (Address of principal executive offices) (Zip Code)

                                  650-340-1888
               (Registrant's telephone number including area code)

                                 Not applicable
         (Former name and former address. if changed since last report)






 Item 5. Other Events

On March 7, 2002, the Company  entered into an Amendment to Amended and Restated
Credit Agreement  ("Amendment")  with National City Bank, as agent, and National
City Bank,  California Bank & Trust and United California Bank, as lenders.  The
Amendment   amends  certain   covenants  under  the  credit  line,   corrects  a
typographical error and sets forth lender consents to certain lease transactions
entered into by the Company.

 Exhibits

 Exhibit 10.1  Form of Amendment to Amended and Restated Credit Agreement

 SIGNATURES

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

 Date: March 12, 2002

 AEROCENTURY CORP.

 By: /s/ Neal D. Crispin

 Neal D. Crispin,
 Chairman of the Board and President