SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K/A
                                 CURRENT REPORT
           PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

        Date of Report (Date of earliest event reported): August 12, 2002
        Date of Original Filing:  August 7, 2002

                               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 4. Changes in Registrant's Certified Accountant

               Due  to  the   conviction  of  Arthur   Andersen  LLP  ("AA")  of
               obstruction  of  justice  charges,  AA has  indicated  that it is
               unable to perform future audit services for the Company,  and the
               Company and AA terminated their relationship,  effective June 15,
               2002.

               AA's reports on financial statements for the Company for the last
               two years did not  contain an adverse  opinion or  disclaimer  of
               opinion nor were they modified as to uncertainty, audit scope, or
               accounting  principles.  There were no  disagreements  with AA or
               reportable   events,  as  defined  und  Item  304(a)(3)(b)  under
               Regulation  S-B, during the last two fiscal years and through the
               date of this Form 8-K/A. A good faith effort was made to obtain a
               letter from AA indicating the disclosures contained in this 8-K/A
               but the Company was unable to do so.

               On August 9, 2002, the Company engaged PriceWaterhouseCoopers LLP
               as auditors.

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: August 12, 2002

 AEROCENTURY CORP.

 By: /s/ Neal D. Crispin

 Neal D. Crispin,
 Chairman of the Board and President