8-K

                 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 21, 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 12 of Form 8-K  Language  (pursuant  to interim SEC guidance in Release No.
33-8216):

Item 9.  Regulation FD Disclosure  (the following  discussion is furnished under
"Item 12. Results of Operations and Financial Condition")

In accordance with SEC Release No. 33-8216, the following information,  required
to be furnished under "Item 12. Results of Operations and Financial  Condition,"
is furnished under "Item 9. Regulation FD Disclosure."

On April 21, 2003, AeroCentury Corp. (the "Company") announced via press release
the Company's  preliminary results for its first quarter ended March 31, 2003. A
copy of the  Company's  press release is attached  hereto as Exhibit 99.1.  This
Form 8-K and the attached exhibit are provided under Item 12 of Form 8-K and are
furnished to, but not filed with, the Securities and Exchange Commission.

 Exhibits

 Exhibit 99.1           4/21/2003 First Quarter Earnings Press Release

 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 21, 2003

 AEROCENTURY CORP.

 By: /s/ Neal D. Crispin

 Neal D. Crispin,
 Chairman of the Board and President

EX-99

Toni Perazzo
Chief Financial Officer
(650) 340-1888
FOR IMMEDIATE RELEASE


            AEROCENTURY CORP. REPORTS RESULTS FOR THE FIRST QUARTER


         (BURLINGAME, CA), April 21, 2003 -- AeroCentury Corp., (ASE:ACY), an
independent aircraft leasing company, today reported results for first quarter
2003.

         For the quarter ended March 31, 2003, the Company reported revenues of
$2.48 million, compared to revenues of $2.23 million for the same period a year
ago. Revenue for the first quarter of 2003 is higher compared to 2002 primarily
because of an increase in operating lease revenue from aircraft purchased during
the second half of 2002 and from the re-lease of several aircraft which had been
off lease during the first quarter of 2002. These increases more than offset a
decrease in operating lease revenue resulting from lower overall lease rates and
aircraft off lease during the quarter.

         Net income for the quarter was $175,120, or $0.11 per diluted share,
versus net income of $299,620, or $0.19 per diluted share for the first quarter
a year ago. The decrease in net income in 2003 as compared to 2002 is a result
of increased operating expenses as well as an increase in general and
administrative expenses.

         "Although the worldwide airline industry continues to weaken, our
commitment to the regional aircraft market segment has enabled us to remain
profitable," said Neal Crispin, President of AeroCentury. "Our ability to
carefully balance the needs of our customers with our desired portfolio mix,
lease rates and lease terms will be critical to maintaining profitability and
high utilization."

         AeroCentury is an aircraft operating lessor and finance company
specializing in leasing regional aircraft and engines utilizing triple net
leases. The Company's aircraft and engines are on lease to regional airlines and
commercial users worldwide.

                                     (more)







This release includes forward-looking statements such as the Company's ability
to carefully balance the needs of its customers with its desired portfolio mix,
lease rates and lease terms being critical to maintaining profitability and high
utilizations. This statement is subject to certain risks and uncertainties that
could cause actual results to differ materially from those anticipated in the
forward-looking statements. These risks include, but are not limited to,
heightened geopolitical tension, the effect of worsening economic conditions or
other events or circumstances that may negatively affect the demand for the
types of aircraft owned by the Company, and a high level of competition in the
aircraft leasing industry. The forward-looking statements and reasons why
results may differ reflect the management's point of view only as of the date
hereof. The Company undertakes no obligation to publicly revise these statements
to reflect subsequent events or circumstances. Readers should also carefully
review the risk factors described in documents the Company files from time to
time with the Securities and Exchange Commission including the Company's Form
10-KSB for the year ended December 31, 2002.


                                AeroCentury Corp.
                         Selected Financial Information
                                   (Unaudited)


                              For the                  For the
                           Quarter Ended            Quarter Ended
                           March 31, 2003          March 31, 2002
                           --------------          --------------
Summary of Operations:
Revenues                        $ 2,475,870              $ 2,225,090
Net income                        $ 175,120                $ 299,620
Earnings per share                   $ 0.11                   $ 0.19
Weighted average common
     shares outstanding           1,543,257                1,543,257




                             March 31, 2003              March 31,
                                                            2002
Summary Balance Sheet:
Total assets                     $ 76,469,820           $ 65,856,300
Total liabilities                $ 56,423,600           $ 46,695,070
Shareholders' equity             $ 20,046,220           $ 19,161,230