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): April 19, 2006

                               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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
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Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation

     On April  19,  2006,  a  wholly-owned  special  purpose  subsidiary  of the
     Company,  AeroCentury  Investments  VI, LLC ("Buyer  LLC")  entered  into a
     Credit Agreement  ("Agreement") with Landsbanki Islands HF ("Lender").  The
     Agreement  was entered into as part of a $1,650,000  refinancing  of a loan
     secured by a deHavilland  DHC-8 aircraft  ("Aircraft")  on lease to Wideroe
     Flyveselskap  AS. The  Aircraft  was  previously  financed  under a special
     purpose   entity  loan  from  Ahli  United  Bank  ("AUB")  to   AeroCentury
     Investments II, LLC ("Seller LLC"), another wholly-owned  subsidiary LLC of
     the Company.  In connection with the refinancing,  AUB released its lien on
     the  Aircraft,  and the  ownership of the  Aircraft and lessor  rights were
     transferred  from  Seller  LLC to Buyer  LLC.  Buyer LLC then  pledged  its
     ownership interest in the Aircraft and assigned its lessor rights to Lender
     as collateral for Buyer LLC's debt  obligations  under the  Agreement.  The
     Company also pledged its  membership  interest in the Buyer LLC as security
     for the debt obligation. Proceeds of the $1,650,000 loan were used to repay
     the  approximate  $1,566,000  indebtedness  under the AUB  facility and the
     remaining amounts were retained for costs and working capital.  In November
     2005,  the Company  entered  into a similar loan  agreement  with Lender in
     connection  with the  refinance  of two other  DHC-8  aircraft  on lease to
     Wideroe.


Item 9.01 Exhibit and Financial Statements

     The Exhibit is being furnished with this Form 8-K

     Exhibit  10.1      Form of 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: April 24, 2006

AEROCENTURY CORP.

By: /s/ Toni M. Perazzo

Toni M. Perazzo
Sr. Vice President & Chief Financial Officer