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):July 19, 2006

AEROCENTURY CORP.

(Exact name of Registrant as specified in its charter)

Delaware	94-3263974
(State of Incorporation)	(I.R.S. Employer Identification No.)

1440 Chapin Avenue, Suite 310

Burlingame, CA 94010

(Address of principal executive offices including 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 theExchange Act (17 CFR 240.13e-4(c)

Item 1.01 Entry into a Material Definitive Agreement

As a result of maintenance expense in connection with preparing one of the Company's aircraft for lease in the second quarter, the Company was out of compliance with the EBITDA-to-Interest ratio covenant contained in Section 7.2 of the Amended and Restated Credit Agreement, dated June 28, 2000, as amended.  By a Waiver to Credit Agreement, dated as of July 19, 2006, the lenders under the Company's credit facility waived compliance with that covenant for the fiscal quarter ended June 30, 2006 .

Item 9.01 Exhibit and Financial Statements.

The Exhibit is being furnished with this Form 8-K

Exhibit 10.1 Form of Waiver to 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: July 19, 2006

AEROCENTURY CORP

.

By: /s/ Toni M. Perazzo

Toni M. Perazzo

Sr. Vice President & Chief Financial Officer

EX-10

WAIVER TO CREDIT AGREEMENT

This Waiver, dated as of July __, 2006 (this “Waiver”), to the Amended and Restated Credit Agreement dated June 28, 2000 (as the same may amended to date, the “Agreement”), by and between AeroCentury Corp., a Delaware corporation (“AeroCentury”), the banking institutions signatories thereto (collectively the “Banks”) and National City Bank, a national banking association, for itself and as Agent for the Banks under the Agreement (“National City”). All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Agreement.

Preliminary Statement

WHEREAS, AeroCentury is not in compliance with the EBITDA to Interest Ratio requirement set forth in Section 7.2 of the Agreement for the Fiscal Quarter ended June 30, 2006; and

WHEREAS, Section 10.2 of the Credit Agreement requires that the written consent of National City, as Agent, and the Required Banks be obtained for the waiver 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.   Waiver. With respect to the Fiscal Quarter ended June 30, 2006 only, National City and the Banks hereby waive the financial covenant requirements set forth in Section 7.2 “EBITDA to Interest Ratio” which AeroCentury is required to maintain so long as the Revolving Loan Commitments are in effect or any Obligation remains unpaid or outstanding.

2.   Representations and Warranties. Except as otherwise disclosed herein, 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. Subject to the effectiveness of the waiver provided herein, AeroCentury hereby represents and warrants that it is in compliance and has complied with each and every covenant set forth in the Agreement, as amended by this Waiver, including, but not limited to, Articles 5, 6 and 7 thereof, on and as of the date hereof.

4.   No Default or Event of Default. Except with regard to the Financial Covenant set forth in Section 7.2 of the Agreement concerning the EBITDA to Interest Ratio, no Potential Default or Event of Default under the Agreement has occurred and is continuing.

5.   Effectiveness Conditions. This Waiver shall be effective upon its execution and delivery and the execution and delivery of such other additional documents, instruments and agreements as National City as Agent and the Required Banks shall reasonably request in connection with the foregoing matter.

6.   Affirmation. AeroCentury hereby affirms its absolute and unconditional promise to pay to National City and 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.

7.   Effect of Waiver. This Waiver is granted precisely as written and shall not be deemed (i) to be a waiver relating to any prospective Fiscal Quarter or a consent to, or waiver, amendment, supplement or modification of, any other term or condition of the Agreement (or any of the instruments or agreements referred to therein) or (ii) to prejudice any other right or rights which the Banks may now have or may have in the future under or in connection with the Agreement (or any of the instruments or agreements referred to therein).

8.   Counterparts. This Waiver 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.

[Signature page follows.]

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

AEROCENTURY CORP.

By______________________________

Name:Toni M. Perazzo

Title: Senior Vice President, Finance

NATIONAL CITY BANK

By________________________

Name:Michael J. Labrum

Title:Senior Vice President

CALIFORNIA BANK & TRUST

By________________________

Name:J. Michael Sullivan

Title:Vice President

FIRST BANK DBA FIRST BANK & TRUST

By________________________

Name:Eva Y. Cheung

Title:Vice President

BRIDGE BANK, NATIONAL ASSOCIATION

By________________________

Name:Christine Corso

Title:Senior Vice President