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): August 13, 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:  Results of Operation and Financial Condition

On August 12, 2008, AeroCentury Corp. (the "Company") announced via press release the Company's preliminary results for its second quarter ended June 30, 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: August 13, 2008	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 SECOND QUARTER 2008 RESULTS

(BURLINGAME, CA), August 12, 2008 — AeroCentury Corp. (AMEX:ACY), an independent aircraft leasing company, today reported its operating results for the second quarter ended June 30, 2008.

For the quarter ended June 30, 2008, the Company reported total revenues of $7.7 million compared with revenues of $5.1 million for the same period a year ago.  For the six months ended June 30, 2008, the Company reported total revenues of $15.5 million compared with revenues of $10.2 million for the same period in 2007.

The Company reported net income of $1,585,000 or $1.03 per basic share and $0.99 per diluted share for the second quarter of 2008, compared to net income of $513,000 or $0.33 per basic share and $0.32 per diluted share for the second quarter of 2007. The Company reported net income of $1,881,000 or $1.22 per basic share and $1.17 per diluted share for the first six months of 2008, compared to net income of $1,537,000 or $1.00 per basic share and $0.98 per diluted share for the first six months of 2007.

Operating lease revenue was approximately $1.5 million and $3.1 million higher in the three months and six months ended June 30, 2008, respectively, versus the same periods in 2007, primarily because of lease revenue from additional aircraft purchased during 2007 and 2008 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 2008 periods.

Maintenance reserves income, comprised of non-refundable reserves which are earned based on lessee aircraft usage, was approximately $1.1 million and $2.0 million higher in the three months and six months ended June 30, 2008, respectively, versus the three months and six months ended June 30, 2007 as a result of the acquisition of additional aircraft in 2007.

Total expenses were approximately $1.0 million and $4.8 million higher in the three months and six months ended June 30, 2008, respectively, as compared to the same periods in 2007, primarily because of higher maintenance expense of approximately $0.5 million and $2.7 million, respectively, due to higher total lessee reserves claims.  Depreciation was also higher by approximately $0.5 million and $1.0 million in the three months and six months ended June 30, 2008, respectively, versus the same periods in 2007 as a result of aircraft purchases in 2007 and 2008.  Interest expense was approximately $0.3 million lower in the three-month period of 2008 as compared to the same period in 2007, primarily as a result of the change in fair value of the Company’s interest rate swap.  Interest expense was approximately $0.6 million higher in the six months ended June 30, 2008 than in the six months ended June 30, 2007, primarily as a result of higher average senior and subordinated debt balances, the effect of which was partially offset by a decrease in the average rates applicable to the Company’s senior debt.  

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 June 30,				For the Six Months Ended June 30,
	2008		2007		2008			2007
			(as restated)					(as restated)
Revenues and other income:
Operating lease revenue	$	5,759	$	4,228	$	11,653		$	8,511
Maintenance reserves income		1,901		847		3,650			1,674
Gain on sale of aircraft and aircraft engines		-		-		15			-
Other		25		1		190			9
		7,685		5,076		15,508			10,194
Expenses:
Interest		1,101		1,424		3,230			2,646
Depreciation		1,743		1,258		3,450			2,493
Management fees		889		684		1,772			1,367
Maintenance costs		1,253		701		3,635			926
Professional fees and general and administrative		157		174		435			331
Other taxes		35		10		(45	)		22
Insurance		93		49		171			75
Bad debt expense		-		-		-			16
		5,271		4,300		12,648			7,876
Income before income taxes		2,414		776		2,860			2,318
Income tax provision		829		263		979			781
Net income	$	1,585	$	513	$	1,881		$	1,537
Earnings per share:
Basic	$	1.03	$	0.33	$	1.22		$	1.00
Diluted	$	0.99	$	0.32	$	1.17		$	0.98
Shares used in per share computations:
Basic		1,543,257		1,543,257		1,543,257			1,543,257
Diluted		1,594,410		1,601,423		1,610,969			1,572,502

Summary Balance Sheet:

	June 30, 2008		December 31, 2007		June 30, 2007
					(as restated)
Total assets	$	136,928	$	126,653	$	109,093
Total liabilities	$	102,907	$	94,513	$	79,188
Shareholders’ equity	$	34,021	$	32,140	$	29,905

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