8-K

  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 13, 1998

                                AeroCentury Corp.
             (Exact name of Registrant as specified in its charter)

Delaware                                                     94-3263974
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

1440 Chapin Avenue, Suite 310
Burlingame, California  94010
(Address of principal executive offices)  (Zip code)

                                  650-340-1888
               (Registrant's telephone number including area code)

                                 Not applicable
         (Former name and former address, if changed since last report)



Item 4.  Changes in Registrant's Certifying Accountant

     On May 13, 1998, Vocker Kristofferson & Co. ("Vocker") resigned as auditors
of AeroCentury  Corp.  (the  "Company") in  anticipation  of its  replacement by
Arthur  Andersen  LLP as  auditors.  The  resignation  was not the  result of an
adverse opinion or disclaimer of an opinion or  qualification or modification as
to uncertainty, audit scope or accounting principles. The change in auditors was
unanimously  approved by the Board of  Directors.  During the Company's two most
recent  fiscal  years  and any  subsequent  interim  period  preceding  Vocker's
resignation,  there  were (i) no  disagreements  with  Vocker  on any  matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure and (ii) no occurrences of any  "reportable  event" listed in
Item 304(a)(1)(v)(A) through (D) of Regulation S-K.

Exhibits

Exhibit 16.1-Letter of Vocker Kristofferson & Co. regarding Form 8-K Disclosure.
             




                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                              AeroCentury Corp.

May 18, 1998                         By: /s/ Neal D. Crispin
Date                                     ----------------------------------
                                         Neal D. Crispin, President &
                                         Chairman of the Board of Directors

EX-16.1

May 14, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Dear Sir or Madam:

     We are writing  pursuant to Item 304(a)(3) of Regulation S-K. We agree with
the  statements  made in the Form 8-K filed by AeroCentury  Corp.  dated May 13,
1998. The  resignation was not the result of an adverse opinion or disclaimer of
an opinion or  qualification  or modification as to uncertainty,  audit scope or
accounting  principles.  At no time  prior  to our  resignation  did we have any
disagreements  with AeroCentury Corp. on any matter of accounting  principles or
practices,  financial statement disclosure or auditing scope or procedure. There
were no occurrences of any reportable event listed in Item 304(a)(1)(A)  through
(D) of Regulation S-K.



Very truly yours,


/s/ Vocker Kristofferson and Co.
- --------------------------------
Vocker Kristofferson and Co.