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 12, 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: 

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 May 12, 2008, AeroCentury Corp. (the "Company") announced via press release the Company's preliminary results for its first quarter ended March 31, 2008. 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 2.02 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

	AEROCENTURY CORP.
Date: May 13, 2008	By:	/s/  Neal D. Crispin
		Title: Chairman and CEO

EX-99

Toni Perazzo

Chief Financial Officer

(650) 340-1888FOR IMMEDIATE RELEASE

AEROCENTURY CORP. REPORTS FIRST QUARTER 2008 RESULTS

(BURLINGAME, CA), May 12, 2008 — AeroCentury Corp. (ASE:ACY), an independent aircraft leasing company, today reported its operating results for the first quarter ended March 31, 2008.

For the quarter ended March 31, 2008, the Company reported total revenues of $7.8 million compared with revenues of $5.1 million for the same period a year ago.

The Company reported net income of $296,000 or $0.19 per basic share and $0.18 per diluted share for the first quarter of 2008, compared to net income of $1,024,000, or $0.66 per basic and diluted share for the first quarter of 2007.

Operating lease revenue was approximately $1,611,000 higher in the first quarter 2008 versus the same period in 2007, primarily because of increased operating lease revenue from aircraft purchased during 2007 and re-leases during 2007 at increased rental rates for several of the Company’s aircraft. The aggregate effect of these increases was partially offset by a decrease in revenue related to aircraft that were off lease for all or part of the first quarter in 2008.

Maintenance reserves income represents non-refundable reserves which are earned based on lessee aircraft usage.  As a result of aircraft acquisitions during 2007, maintenance reserves income was approximately $922,000 higher in the first quarter 2008 than in the same period a year ago.

Total expenses were approximately $3,801,000 higher in the first quarter 2008 versus the same period a year ago primarily due to higher maintenance expense.  The Company’s maintenance expense is dependent on the aggregate amount of non-refundable maintenance claims submitted by lessees for reimbursement and expenses incurred in connection with off-lease aircraft.  As a result of higher total lessee claims, the Company incurred approximately $2,156,000 more in maintenance expense in the first quarter 2008 than in the same period a year ago.  Depreciation and management fee expenses were also higher in the first quarter of 2008 as a result of aircraft purchases during 2007, and interest expense was higher primarily as a result of the change in fair value of the Company’s interest swap entered into in December 2007 and an increase in the Company’s average outstanding debt balance during the first quarter of 2008 compared to the same period in 2007.

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.

(See tables following.)

AeroCentury Corp.

Selected Financial Information

(Unaudited)

(000’s)

	For the Three Months Ended March 31,
	2008			2007
				(as restated)
Revenues and other income:
Operating lease revenue	$	5,894		$	4,283
Maintenance reserves income		1,750			828
Other		179			7
		7,823			5,118
Expenses:
Interest		2,129			1,222
Depreciation		1,707			1,235
Management fees		883			683
Maintenance costs		2,381			225
Professional fees and general and administrative		279			156
Other taxes		(80	)		12
Insurance		78			27
Bad debt expense		-			16
		7,377			3,576
Income before income taxes		446			1,542
Income tax provision		150			518
Net income	$	296		$	1,024
Earnings per share:
Basic	$	0.19		$	0.66
Diluted	$	0.18		$	0.66
Shares used in per share computations:
Basic		1,543,257			1,543,257
Diluted		1,624,017			1,543,257

Summary Balance Sheet:

	March 31,		December 31,		March 31,
	2008		2007		2007
					(as restated)
Total assets	$	127,645	$	126,653	$	96,267
Total liabilities	$	95,210	$	94,513	$	68,431
Shareholders’ equity	$	32,435	$	32,140	$	27,836

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