10-Q

                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM 10-Q



[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

   For the quarterly period ended September 30, 1997

or

[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

   For the transition period from   to       

   Commission File Number:  333-24743

                          AEROCENTURY CORP.
(Exact name of small business issuer as specified in its charter)

                          CALIFORNIA
                   (State or other jurisdiction   
                 of incorporation or organization)

                         94-3263974
               (I.R.S. Employer Identification No.)

                   1440 CHAPIN AVE., SUITE 310
                     BURLINGAME, CALIFORNIA
             (Address of principal executive office)

                           94010
                         (Zip Code)

                 Issuer's telephone number,
           including area code:   (650) 696-3900

Indicate by check mark whether the issuer: (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file 
such reports), and (2) has been subject to the filing requirements
 for the past 90 days.   Yes     /X/      No    

On November 13, 1997, 150,000 shares of common stock were
outstanding.

Transitional Small Business Disclosure Format (check one):
 Yes       No   /X/



PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

                           AEROCENTURY CORP.
               (A Development Stage Delaware Corporation)
                             Balance Sheet
                          September 30, 1997
                              (Unaudited)



ASSETS


Cash                                    $   127,898
Organization costs                              453
                                        -----------
Total Assets                            $   128,351
                                        ===========



LIABILITIES AND SHAREHOLDER'S EQUITY

Liabilities
  Accounts payable                       $  167,000
  Payable to affiliates                      50,406
                                        -----------
                                            217,406

Shareholder's Equity:
Common Stock, $.001 par value,
  3,000,000 shares authorized, 150,000
  shares issued and outstanding                 150
Paid in capital in excess of par            149,850
Accumulated deficit                        (239,055)
                                        -----------
Total shareholder's equity                 ( 89,055)
                                        -----------
Total Liabilities and 
  Shareholder's Equity                  $   128,351
                                        ===========




See accompanying notes.




                            AeroCentury Corp.
               (A Development Stage Delaware Corporation)
                        Statements of Operations
                               (Unaudited)


                                                 For the Period
                                                 from Inception
                      For the Quarter Ended   (February 28, 1997)
                        September 30, 1997   to September 30, 1997
                        ------------------    --------------------
Revenues -

   Interest income           $       642         $      1,523

Expenses -

   Consolidation
     offering costs              109,562              240,578
                             -----------         ------------

Net Loss                     $  (108,920)        $   (239,055)
                             ===========         ============

Weighted average
 common shares                   150,000              150,000
                             ===========         ============

Loss per common share              (0.73)               (1.59)
                             ===========         ============













See accompanying notes.










                            AeroCentury Corp.
              (A Development Stage Delaware Corporation)
                       Notes to Financial Statements
                           September 30, 1997
                                (Unaudited)


1.   Basis of Presentation

   AeroCentury Corp. (the "Company") was incorporated in the state
of Delaware on February 28, 1997.  All of the Company's 
outstanding stock is owned by JetFleet Management Corp. ("JMC"), a
California corporation formed in January 1994.  JMC is an
integrated aircraft management, marketing and financing business
and also manages, on behalf of their general partners and
shareholders, respectively, the aircraft assets of JetFleet
Aircraft, L.P. and JetFleet Aircraft II, L.P. (collectively, the
"Partnerships"), and JetFleet III and AeroCentury IV, Inc.,
California corporations which are subsidiaries of JMC.

   The accompanying balance sheet at September 30, 1997 and
statements of operations for the quarter ended September 30, 1997 
and the period from inception (February 28, 1997) to September 30,
1997 reflect all adjustments (consisting of only normal recurring 
accruals) which are, in the opinion of the Company, necessary for 
a fair presentation of the financial results.  The results of 
operations of such period is not necessarily indicative of results
of operations for a full year.

2.   Organization and Capitalization

   The Company was formed solely for the purpose of acquiring the 
Partnerships in a statutory merger (the "Consolidation").  The 
Partnerships, formed under California law, invest in leased 
aircraft equipment.  A Registration Statement on Form S-4 for the 
proposed Consolidation became effective on September 23, 1997 and 
the proposed Consolidation has been submitted to the limited 
partners of the Partnerships for their approval.  Upon completion 
of the Consolidation, the Company will continue in the aircraft 
leasing business and plans to use leveraged financing to acquire 
additional aircraft assets on lease.

   The Company maintains its cash balance of $127,898 in a 
regional bank headquartered in San Francisco.  Of this amount, 
$27,898 is not federally insured.

   Accounts payable and payable to affiliates primarily consist of
offering costs incurred in connection with the proposed 
Consolidation.

3.   Related Party Transactions

   At September 30, 1997 JMC had incurred $50,406 of Consolidation
costs on behalf of the Company.

   Upon completion of the Consolidation, the Company's portfolio 
of leased aircraft assets will be managed and administered under
the terms of a management agreement with JMC.  Under this 
agreement, JMC will receive a monthly management fee based on the 
net asset value of the assets under management.  In addition, JMC 
may receive a brokerage fee for locating assets for the Company, 
provided that such fee is not more than the customary and usual 
brokerage fee that would be paid to an unaffiliated party for such
a transaction, and provided further that the aggregate purchase 
price including chargeable acquisition costs and any brokerage fee
shall not exceed the fair market value of the asset based on 
appraisal.












ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Capital Resources and Liquidity

   The Company's cash and temporary investments were $127,898 at 
September 30, 1997.  The Company estimates that costs associated 
with the Consolidation will approximate $325,000. Consolidation 
costs of $240,578 have been incurred at September 30, 1997 of 
which $217,406 is included in liabilties.  It is anticipated that 
such offering costs in excess of current cash balances will be 
financed through short-term payables and paid at the time of the 
Consolidation.  Should the Consolidation not occur, the Company's 
sole shareholder, JetFleet Management Corp., has committed to pay 
such costs.

Results of Operations

   The Company has yet to generate a profit due to the fact that 
the Company is recently formed.  For the remainder of 1997, the 
Company does not anticipate significant operating activity, other 
than incurring merger costs in connection with the proposed 
consolidation of JetFleet Aircraft, L. P. and JetFleet Aircraft 
II, L.P. with and into the Company (the "Consolidation").

Competition

   Upon Consolidation, the Company will compete with aircraft 
manufacturers, distributors, airlines and other operators, 
equipment managers, leasing companies, equipment leasing programs,
financial institutions and other parties engaged in leasing, 
managing or remarketing aircraft, many of which have significantly 
greater financial resources and more experience than the Company.















SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly 
authorized on November 13, 1997.

         AeroCentury Corp.



         By:  /s/ Neal D. Crispin
             --------------------
            Neal D. Crispin
            Title:  President

   Pursuant to the requirements of the Securities Act of 1934, 
this report has been signed below by the following persons in the 
capacities indicated on November 13, 1997.

      Signature         Title



/S/ Toni M. Perazzo      Vice President - Finance
- -------------------
Toni M. Perazzo



/s/ Neal D. Crispin      President
- -------------------
Neal D. Crispin


EXHIBIT INDEX


Exhibit No.           Description       Page No.
- ------------          ------------         ---------

EX-27                Financial Data Schedule

EX-27

 

<ARTICLE>      5
<MULTIPLIER>    1
       
                           
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>             DEC-31-1997
<PERIOD-START>                JAN-01-1997
<PERIOD-END>                  SEP-30-1997
<CASH>                        127,898
<SECURITIES>                  0
<RECEIVABLES>                 0
<ALLOWANCES>                  0
<INVENTORY>                   0
<CURRENT-ASSETS>              127,898
<PP&E>                        0
<DEPRECIATION>                0
<TOTAL-ASSETS>                128,351
<CURRENT-LIABILITIES>         217,406
<BONDS>                       0
<COMMON>                      150
<PREFERRED-MANDATORY>         0
<PREFERRED>                   0
<OTHER-SE>                    (89,205)
<TOTAL-LIABILITY-AND-EQUITY> 128,351
<SALES>                       0
<TOTAL-REVENUES>              1,523
<CGS>                         0
<TOTAL-COSTS>                 0
<OTHER-EXPENSES>              240,578
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            0
<INCOME-PRETAX>               (239,055)
<INCOME-TAX>                  0
<INCOME-CONTINUING>           (239,055)
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  (239,055)
<EPS-PRIMARY>                 (1.59)
<EPS-DILUTED>                 (1.59)