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): October 1, 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 October 1, 2003,  the Company  entered into a Fifth  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,
effective as of August 28, 2003,  clarifies a provision in the Credit  Agreement
relating to the net worth financial covenant.

Exhibits

 Exhibit 10.1  Form of Fifth 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: October 1, 2003

AEROCENTURY CORP.

By: /s/ Toni M. Perazzo

Toni M. Perazzo
Sr. Vice President, Finance