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 June 30, 2003, the Company entered into a Third 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-interest  to United California Bank,  formerly known as Sanwa
     Bank  California),  as lenders.  The Amendment,  dated as of June 28, 2003,
     provides for the repayment in full of credit line  participant  Bank of the
     West, reduction of the maximum credit line indebtedness to $40 million, and
     revisions to certain  financial  covenants and interest  rate margins.  The
     Amendment  also extends the maturity of the current  facility to August 28,
     2003, under the amended financial terms.

Exhibits

 Exhibit 10.1  Form of Third 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: June 30, 2003

AEROCENTURY CORP.

By: /s/ Neal D. Crispin

Neal D. Crispin,
Chairman of the Board and President