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): May 1, 2008

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:

oWritten 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 14d-2(b)  under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03: Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 1, 2008, the stockholders of AeroCentury Corp. (the "Company") approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 3,000,000 to 10,000,000. 

On May 6, 2008, the Company filed the Certificate of Amendment with the Secretary of State of Delaware.  A form of the amendment is attached hereto as Exhibit 99.1.

	AEROCENTURY CORP.
Date: May 7, 2008	By:	/s/ Neal D. Crispin
		Title: Chairman and CEO

EX-99

CERTIFICATE OF AMENDMENT

TO AMENDED AND RESTATED  CERTIFICATE OF INCORPORATION

OF

AEROCENTURY CORP.

AeroCentury Corp., a corporation duly organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1.  The name of this corporation is AeroCentury Corp., and the date of the filing of its original certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State is February 28, 1997.

2.  The Board of Directors duly adopted resolutions proposing to the Certificate of Incorporation of this Corporation, declaring said amendment to be advisable and in the best interests of this Corporation and its stockholders, and authorizing the appropriate officers of this Corporation to solicit the consent of the stockholders therefor, with resolutions setting forth the proposed amendment as follows:

“The first paragraph of ARTICLE IV of the Amended and Restated Certificate of Incorporation of the Corporation shall be restated in its entirety to read as follows, with the remaining paragraphs of ARTICLE IV remaining unchanged:

This Corporation is authorized to issue two classes of stock to be designated, respectively “Preferred Stock” and “Common Stock.”   The total number of shares of stock which the Corporation shall have authority to issue is 12,000,000, consisting of 2,000,000 shares of Preferred Stock, each with a par value of $0.001 per share, and 10,000,000 shares of Common Stock, each with a par value of $0.001 per share.”

IN WITNESS WHEREOF, AeroCentury Corp. has caused this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be signed by its duly authorized officers as of this 6th day of May, 2008.

        AEROCENTURY CORP.

        By:  ____________________________________

        Christopher B. Tigno, Assistant Secretary