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): January 2, 2004
                               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 January 2, 2004, the Company  entered into a Joinder  Agreement and Sixth
Amendment to Amended and Restated Credit Agreement  ("Amendment")  with National
City Bank, as agent,  and National City Bank,  California Bank & Trust and First
Bank & Trust , as lenders. The Amendment provides for the addition of First Bank
& Trust as an  additional  lender under the credit  facility,  and increases the
maximum credit line availability to $50 million.

Exhibits

 Exhibit 10.1   Form of Joinder Agreement and Sixth 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: January 5, 2004

AEROCENTURY CORP.

By: /s/ Neal D. Crispin

Neal D. Crispin,
Chairman of the Board and President