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 3, 2012

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
(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 5.07. Submission of Matters to a Vote of Security Holders.

On May 3, 2012, the following matters were voted upon and approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders:

(1)	the election of one member to the Board of Directors;
(2)	the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm.

The following is a summary of the voting results for each matter presented to the stockholders:

Election of Director:

Nominee	Votes for	Percentage of Voted	Votes Abstained	Percentage of Voted
Thomas W. Orr	650,994	54.89%	15,616	8.01%

Mr. Orr was re-elected to serve a three-year term expiring at the 2015 Annual Meeting of Stockholders of the Company.

Ratification of the Appointment of BDO USA,  LLP as the Company’s Independent Registered Public Accounting Firm

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
1,148,241	22,175	15,616	408,836

	AEROCENTURY CORP.
Date: May 8, 2012	By:	/s/  Neal D. Crispin
		Title: Chairman and CEO