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): October 29, 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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))






Item 1.01 Entry into a Material Definitive Agreement

The Company  entered into an Eighth  Amendment  to Amended and  Restated  Credit
Agreement  ("Amendment"),  dated  October 28, 2004 with  National  City Bank, as
agent,  and National City Bank,  California Bank & Trust California Bank & Trust
and First  Bank dba First  Bank & Trust,  as  lenders.  The  Amendment  provides
extends the  extension of the maturity of the current  credit  facility  through
November 5, 2004.

Item 9.01 Exhibit and Financial Statements

     The Exhibit is being furnished with this Form 8-K

     Exhibit  10.1      Form of Eighth  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 29, 2004

AEROCENTURY CORP.

By: /s/ Neal D. Crispin

Neal D. Crispin,
President & Chairman of the Board

EX-99

                                EIGHTH AMENDMENT
                                       TO
                                CREDIT AGREEMENT


         EIGHTH AMENDMENT, dated as of October 28, 2004 (the "Amendment"), to
Credit Agreement dated June 30, 2000 (as amended, the "Agreement") by and
between AeroCentury Corp., a Delaware corporation ("AeroCentury"), the banking
institutions signatories hereto and such other institutions that hereafter
become a "Bank" pursuant to Section 10.4 of the Agreement (collectively the
"Banks" and individually a "Bank") and National City Bank, a national banking
association, as agent for the Banks under the Agreement ("National City" which
shall mean in its capacity as agent unless specifically stated otherwise). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to them in the Agreement.

                              Preliminary Statement

         WHEREAS, National City and AeroCentury, together with the other Banks,
desire to amend the Agreement in the manner hereinafter set forth; and

         WHEREAS, Section 10.2 of the Credit Agreement requires that the written
consent of the Banks be obtained for certain amendments, modifications or
waivers contemplated herein.

         NOW THEREFORE, in consideration of the premises and promises
hereinafter set forth and intending to be legally bound hereby, the parties
hereto agree as follows:

1. Amendments to Agreement.

(a) Section 2.1 of the Agreement. The Revolver Termination Date of "October 29,
2004" as set forth on the fourth line of Section 2.1(a) of the Agreement shall
be and hereby is amended to "November 5, 2004".

2. Representations and Warranties. AeroCentury hereby restates the
representations and warranties made in the Agreement, including but not limited
to Article 3 thereof, on and as of the date hereof as if originally given on
this date.

3. Covenants. Except for the financial covenant defaults with respect to the
requirements set forth in Section 7.2 "Debt Service Coverage Ratio" and Section
7.4 "Absence of Net Loss" for the Fiscal Quarter ended as of September 30, 2004,
of which AeroCentury has notified the Banks, AeroCentury hereby represents and
warrants that it is in compliance and has complied with each and every covenant
set forth in the Agreement (including this Amendment), including but not limited
to Articles 5 and 6 thereof, on and as of the date hereof.


4. Affirmation. AeroCentury hereby affirms its absolute and unconditional
promise to pay to the Banks the Loans and all other amounts due under the
Agreement and any other Loan Document on the maturity dates(s) provided in the
Agreement or any other Loan Document, as such documents may be amended hereby.

5. Effect of Amendment. This Amendment amends the Agreement only to the extent
and in the manner herein set forth, and in all other respects the Agreement is
ratified and confirmed.

6. Counterparts. This Amendment may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
hereto were upon the same instrument.



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         IN WITNESS WHEREOF, the parties hereto have each caused this Amendment
to be duly executed by their duly authorized representatives as of the date
first above written.


                                AEROCENTURY CORP.


                                By       ________________________
                                         Name:
                                         Title:



                                NATIONAL CITY BANK


                                By       ________________________
                                         Name:    Michael J. Labrum
                                         Title: Senior Vice President



                                CALIFORNIA BANK & TRUST


                                By       ________________________
                                         Name:
                                         Title:



                                FIRST BANK DBA
                                FIRST BANK & TRUST


                                By       ________________________
                                         Name:
                                         Title: