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): February 20, 2003

                               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 February 19, 2003, the Company entered into a Second Amendment to Amended and
Restated Credit Agreement  ("Amendment")  with National City Bank, as agent, and
National   City   Bank,   California   Bank  &  Trust  and  Bank  of  the  West,
(successor-in-interst  to United  California Bank,  formerly known as Sanwa Bank
California), as lenders. The Amendment memorializes the extension until February
28, 2003, of the  effectiveness  of certain  amendments  to covenants  under the
Company's revolving credit facility regarding the Company's collateral borrowing
base.

Exhibits

 Exhibit 10.1  Form of Second 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: Febuary 20, 2003

AEROCENTURY CORP.

By: /s/ Neal D. Crispin

Neal D. Crispin,
Chairman of the Board and President