8-K

UNITED STATES

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):     March 9, 2007  

AEROCENTURY CORP.

_________________________________________

(Exact name of registrant as specified in its charter)

Delaware	94-3263974
(State or Other Jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
1440 Chapin Avenue, Suite 310 Burlingame, CA  94010	60602-4260
(Address of principal executive offices)	(Zip Code)

(650)-340-1888

Registrant’s telephone number, including area code:

Not Applicable

Former Name or 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: 

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

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

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

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

Item 2.02:Earnings Announcement

 On March 9, 2007, AeroCentury Corp. (the "Company") announced via press release a correction to the Company's preliminary results for its fourth quarter and fiscal year ended December 31, 2006, that were announced on February 6, 2007.  A copy of the Company's March 9, 2007 press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are provided under Item 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

	AEROCENTURY CORP.
Date: March 9, 2007	By:	/s/  Neal D. Crispin
		Title: Chairman and CEO

EX-99.1

Toni Perazzo

Chief Financial Officer

(650) 340-1888FOR IMMEDIATE RELEASE

AEROCENTURY CORP. REPORTS CORRECTED FOURTH QUARTER

AND FULL YEAR 2006 RESULTS

(BURLINGAME, CA), March 9, 2007 — AeroCentury Corp. (ASE:ACY), an independent aircraft leasing company, today reported revised net income results for the fourth quarter and the year ended December 31, 2006.

On February 6, 2007, AeroCentury Corp. announced net income of $544,000, or $0.35 per share, for the fourth quarter of 2006 and net income of $954,000, or $0.62 per share, for the year. In the course of preparing its Annual Report for the year ended December 31, 2006, the Company determined that the results announced in that press release incorporated an inaccurate tax provision. Consequently, the Company has concluded that after correction to that provision, net income should be $408,000, or $0.26 per share, for the fourth quarter of 2006 and $817,000, or $0.53 per share, for the year.

In the results announced in the Company’s February 6, 2007 press release, the Company’s net income included an adjustment to 2006 income tax expense to correct deferred taxes due to the use of an incorrect state tax rate in prior years. During the Company’s Annual Report preparation following that announcement, the Company identified other adjustments relating to income taxes for prior years. Therefore, in accordance with SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” which was effective for fiscal years ending after November 15, 2006, the Company has adjusted beginning retained earnings for fiscal 2006 for these other adjustments, as well as for the adjustment originally recorded in income tax expense. The Company considers these adjustments to be not material to prior periods.

The adjustments have no effect on the Company’s previously reported revenues, expenses or income before taxes for the fourth quarter and the year ended December 31, 2006.

Related adjustments to the balance sheet at December 31, 2006 will also be reflected in the financial statements in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.

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.

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