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): June 30, 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 August 28, 2003, the Company entered into a Fourth  Amendment to Amended
     and Restated  Credit  Agreement  ("Amendment")  with National City Bank, as
     agent, and National City Bank, and California Bank & Trust, as lenders. The
     Amendment  extends the maturity of the current facility to August 31, 2004,
     and makes changes to certain  terms and  covenants  contained in the credit
     facility agreement.

Exhibits

 Exhibit 10.1  Form of Fourth 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: August 28, 2003

AEROCENTURY CORP.

By: /s/ Neal D. Crispin

Neal D. Crispin,
Chairman of the Board and President