1. Exhibit 3.9. Certificate of Designation for AeroCentury Corp.


                                AEROCENTURY CORP.
                           CERTIFICATE OF DESIGNATION
                                     OF THE
                            SERIES A PREFERRED STOCK
                      -------------------------------------

 Pursuant to Section 151 of the General Corporation Law of the State of Delaware

                      -------------------------------------

         The undersigned officers of AeroCentury Corp., a corporation  organized
and existing  under the General  Corporation  Law of the State of Delaware  (the
"Corporation"),  in accordance  with the  provisions of Section 103 thereof,  DO
HEREBY CERTIFY:

         That,  pursuant to the authority  conferred upon the Board of Directors
of  the  Corporation  by  its  Restated   Certificate  of   Incorporation   (the
"Certificate"),  the said Board of Directors,  at a duly called  meeting held on
April 8, 1998, at which a quorum was present and acted  throughout,  adopted the
following  resolution,  which resolution remains in full force and effect on the
date hereof  creating a series of 100,000 shares of Preferred Stock having a par
value of $.001 per share,  designated as Series A Preferred Stock (the "Series A
Preferred Stock") out of the class of 2,000,000 shares of preferred stock of the
par value of $.001 per share (the "Preferred Stock"):

         RESOLVED,  that  pursuant  to the  authority  vested  in the  Board  of
Directors in accordance  with the  provisions of its  Certificate,  the Board of
Directors  does hereby  create,  authorize and provide for 100,000 shares of its
authorized Preferred Stock to be designated and issued as the Series A Preferred
Stock, having the voting powers, designation, relative, participating,  optional
and other  special  rights,  preferences  and  qualifications,  limitations  and
restrictions that are set forth as follows:

         1. Dividends and  Distributions.  (A) Subject to the prior and superior
rights of the holders of any shares of any other  series of  Preferred  Stock or
any other shares of stock of the  Corporation  ranking prior and superior to the
shares of Series A Preferred Stock with respect to dividends, each holder of one
one-hundredth (1/100) of a share (a "Unit") of Series A Preferred Stock shall be
entitled to receive,  when,  as and if declared by the Board of Directors out of
funds legally  available for that purpose,  (i) quarterly  dividends  payable in
cash on the last day of March,  June,  September and December in each year (each
such date being a "Quarterly  Dividend  Payment Date"),  commencing on the first
Quarterly  Dividend Payment Date after the first issuance of such Unit of Series
A Preferred  Stock, in an amount per Unit (rounded to the nearest cent) equal to
the  greater  of  (a)  $.01  or (b)  subject  to the  provision  for  adjustment
hereinafter  set forth,  the  aggregate  per share amount of all cash  dividends
declared on shares of the Common Stock since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly  Dividend Payment
Date,  since the first issuance of a Unit of Series A Preferred  Stock, and (ii)
subject  to the  provision  for  adjustment  hereinafter  set  forth,  quarterly
distributions  (payable in kind) on each Quarterly  Dividend  Payment Date in an
amount  per  Unit  equal to the  aggregate  per  share  amount  of all  non-cash
dividends  or other  distributions  (other than a dividend  payable in shares of
Common Stock or a subdivision  of the  outstanding  shares of Common  Stock,  by
reclassification  or  otherwise)  declared  on shares of Common  Stock since the
immediately  preceding  Quarterly  Dividend Payment Date, or with respect to the
first  Quarterly  Dividend  Payment Date,  since the first issuance of a Unit of
Series A Preferred  Stock. In the event that the  Corporation  shall at any time
after April 8, 1998 (the "Rights  Declaration Date") (i) declare any dividend on
outstanding  shares of Common  Stock  payable  in shares of Common  Stock,  (ii)
subdivide outstanding shares of Common Stock or (iii) combine outstanding shares
of Common  Stock  into a smaller  number of  shares,  then in each such case the
amount to which the holder of a Unit of Series A  Preferred  Stock was  entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by  multiplying  such amount by a fraction  the  numerator  of which
shall be the number of shares of Common Stock that are  outstanding  immediately
after such event and the  denominator  of which shall be the number of shares of
Common Stock that were outstanding immediately prior to such event.

         (B) The  Corporation  shall declare a dividend or distribution on Units
of Series A Preferred Stock as provided in paragraph (A) above immediately after
it declares a dividend or distribution on the shares of Common Stock (other than
a dividend payable in shares of Common Stock);  provided,  however, that, in the
event no dividend or  distribution  shall have been declared on the Common Stock
during the period  between  any  Quarterly  Dividend  Payment  Date and the next
subsequent  Quarterly  Dividend Payment Date, a dividend of $.01 per Unit on the
Series A  Preferred  Stock  shall  nevertheless  be payable  on such  subsequent
Quarterly Dividend Payment Date.

         (C)  Dividends  shall begin to accrue and shall be  cumulative  on each
outstanding Unit of Series A Preferred Stock from the Quarterly Dividend Payment
Date next  preceding  the date of  issuance  of such Unit of Series A  Preferred
Stock,  unless the date of issuance of such Unit is prior to the record date for
the first Quarterly Dividend Payment Date, in which case, dividends on such Unit
shall begin to accrue from the date of issuance of such Unit, or unless the date
of issuance is a Quarterly  Dividend  Payment Date or is a date after the record
date for the  determination  of  holders  of Units of Series A  Preferred  Stock
entitled to receive a quarterly  dividend  and before  such  Quarterly  Dividend
Payment Date, in either of which events such dividends shall begin to accrue and
be cumulative  from such  Quarterly  Dividend  Payment Date.  Accrued but unpaid
dividends shall not bear interest. Dividends paid on Units of Series A Preferred
Stock in an amount less than the aggregate  amount of all such  dividends at the
time  accrued  and  payable  on such  Units  shall  be  allocated  pro rata on a
unit-by-unit  basis  among  all Units of  Series A  Preferred  Stock at the time
outstanding.  The Board of Directors may fix a record date for the determination
of holders of Units of Series A Preferred Stock entitled to receive payment of a
dividend or distribution  declared  thereon,  which record date shall be no more
than 30 days prior to the date fixed for the payment thereof.

         2. Voting  Rights.  The  holders of Units of Series A  Preferred  Stock
shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth, each
Unit of Series A Preferred Stock shall entitle the holder thereof to one vote on
all matters  submitted to a vote of the stockholders of the Corporation.  In the
event the Corporation  shall at any time after the Rights  Declaration  Date (i)
declare any dividend on outstanding  shares of Common Stock payable in shares of
Common Stock, (ii) subdivide outstanding shares of Common Stock or (iii) combine
the outstanding shares of Common Stock into a smaller number of shares,  then in
each such case the number of votes per Unit to which  holders of Units of Series
A  Preferred  Stock  were  entitled  immediately  prior to such  event  shall be
adjusted by  multiplying  such number by a fraction the numerator of which shall
be the number of shares of Common Stock outstanding immediately after such event
and the  denominator of which shall be the number of shares of Common Stock that
were outstanding immediately prior to such event; and

         (B) Except as otherwise  provided  herein,  in the  Certificate  or the
Bylaws of the  Corporation or as required by law, the holders of Units of Series
A Preferred  Stock and the holders of shares of Common Stock shall vote together
as  one  class  on  all  matters  submitted  to a vote  of  stockholders  of the
Corporation,  and such  holders  shall have no special  voting  rights and their
consents shall not be required for taking any corporate action.

         3.  Certain  Restrictions.  (A) Whenever  quarterly  dividends or other
dividends  or  distributions  payable  on Units of Series A  Preferred  Stock as
provided  herein are in  arrears,  thereafter  and until all  accrued and unpaid
dividends and  distributions,  whether or not declared,  on outstanding Units of
Series A Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other  distributions  on, or redeem or
purchase or otherwise acquire for consideration any shares of junior stock; (ii)
declare or pay  dividends  on or make any other  distributions  on any shares of
parity stock, except dividends paid ratably on Units of Series A Preferred Stock
and shares of all such parity stock on which dividends are payable or in arrears
in  proportion  to the total  amounts to which the holders of such Units and all
such shares are then entitled; (iii) redeem or purchase or otherwise acquire for
consideration  shares  of  any  parity  stock,   provided,   however,  that  the
Corporation may at any time redeem,  purchase or otherwise acquire shares of any
such parity stock in exchange for shares of any junior  stock;  (iv) purchase or
otherwise  acquire  for  consideration  any Units of Series A  Preferred  Stock,
except in accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such Units.

         (B) The Corporation  shall not permit any subsidiary of the Corporation
to purchase or otherwise  acquire for  consideration  any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 3,
purchase or otherwise acquire such shares at such time and in such manner.

         4. Reacquired  Shares.  Any Units of Series A Preferred Stock purchased
or  otherwise  acquired by the  Corporation  in any manner  whatsoever  shall be
retired and cancelled  promptly after the  acquisition  thereof.  All such Units
shall,  upon their  cancellation,  become  authorized  but  unissued  shares (or
fractions  of shares) of  Preferred  Stock and may be  reissued as part of a new
series of Preferred  Stock to be created by  resolution  or  resolutions  of the
Board of Directors,  subject to the conditions and  restrictions on issuance set
forth herein.

         5.  Liquidation,  Dissolution  or Winding Up. (A) Upon any voluntary or
involuntary  liquidation,  dissolution  or  winding  up of the  Corporation,  no
distribution  shall be made (i) to the holders of shares of junior  stock unless
the holders of Units of Series A Preferred Stock shall have received, subject to
adjustment as  hereinafter  provided in paragraph (B), the greater of either (a)
$.01 per  Unit  plus an  amount  equal  to  accrued  and  unpaid  dividends  and
distributions  thereon,  whether or not earned or declared,  to the date of such
payment,  or (b) the  amount  equal to the  aggregate  per  share  amount  to be
distributed  to holders  of shares of Common  Stock,  or (ii) to the  holders of
shares of parity stock, unless simultaneously  therewith  distributions are made
ratably on Units of Series A Preferred Stock and all other shares of such parity
stock in proportion to the total amounts to which the holders of Units of Series
A Preferred Stock are entitled under clause (i)(a) of this sentence and to which
the holders of shares of such parity stock are entitled,  in each case upon such
liquidation, dissolution or winding up.

         (B) In the event the  Corporation  shall at any time  after the  Rights
Declaration Date (i) declare any dividend on outstanding  shares of Common Stock
payable in shares of Common Stock, (ii) subdivide  outstanding  shares of Common
Stock, or (iii) combine outstanding shares of Common Stock into a smaller number
of shares, then in each such case the aggregate amount to which holders of Units
of Series A  Preferred  Stock  were  entitled  immediately  prior to such  event
pursuant to clause  (i)(b) of paragraph  (A) of this Section 5 shall be adjusted
by  multiplying  such amount by a fraction  the  numerator of which shall be the
number of shares of Common  Stock that are  outstanding  immediately  after such
event and the denominator of which shall be the number of shares of Common Stock
that were outstanding immediately prior to such event.

         6. Consolidation, Merger, etc. In case the Corporation shall enter into
any consolidation,  merger, combination or other transaction in which the shares
of Common Stock are exchanged for or converted  into other stock or  securities,
cash  and/or  any  other  property,  then in any such  case  Units  of  Series A
Preferred  Stock shall at the same time be similarly  exchanged for or converted
into an amount per Unit (subject to the provision for adjustment hereinafter set
forth) equal to the aggregate amount of stock, securities, cash and/or any other
property  (payable  in kind),  as the case may be,  into which or for which each
share of Common Stock is converted or  exchanged.  In the event the  Corporation
shall at any time after the Rights  Declaration Date (i) declare any dividend on
outstanding  shares of Common  Stock  payable  in shares of Common  Stock,  (ii)
subdivide  outstanding  shares of Common  Stock,  or (iii)  combine  outstanding
Common Stock into a smaller number of shares,  then in each such case the amount
set forth in the immediately  preceding sentence with respect to the exchange or
conversion of Units of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction  the  numerator of which shall be the number of shares
of Common  Stock  that are  outstanding  immediately  after  such  event and the
denominator  of which  shall be the  number of shares of Common  Stock that were
outstanding immediately prior to such event.

          7.  Redemption.  The Units of Series A  Preferred  Stock and shares of
Series A Preferred Stock shall not be redeemable.

          8. Ranking. The Units of Series A Preferred Stock and shares of Series
A Preferred Stock shall rank junior to all other series of the Preferred Stock
and to any other class of Preferred Stock that hereafter may be issued by the 
Corporation as to the payment of dividends and the distribution of assets, 
unless the terms of any such series or class shall provide otherwise.

         9.  Fractional  Shares.  The Series A Preferred  Stock may be issued in
Units or other fractions of a share,  which Units or fractions shall entitle the
holder,  in proportion to such holder's units or fractional  shares, to exercise
voting rights,  receive dividends,  participate in distributions and to have the
benefit of all other rights of holders of Series A Preferred Stock.

         10. Certain Definitions. As used in this resolution with respect to the
Series A Preferred Stock, the following terms shall have the following meanings:

         (A) The term "Common Stock" shall mean the class of stock designated as
the common  stock,  par value $.001 per share,  of the  Corporation  at the date
hereof  or any  other  class of  stock  resulting  from  successive  changes  or
reclassification of the common stock.

         (B) The term  "junior  stock"  (i) as used in  Section 3 shall mean the
Common Stock and any other class or series of capital  stock of the  Corporation
hereafter  authorized  or issued  over  which the Series A  Preferred  Stock has
preference  or  priority  as to the  payment  of  dividends  and (ii) as used in
Section 5, shall mean the Common  Stock and any other class or series of capital
stock of the Corporation  over which the Series A Preferred Stock has preference
or priority in the  distribution  of assets on any  liquidation,  dissolution or
winding up of the Corporation.

         (C) The term  "parity  stock"  (i) as used in  Section 3 shall mean any
class or  series  of stock of the  Corporation  hereafter  authorized  or issued
ranking pari passu with the Series A Preferred Stock as to dividends and (ii) as
used in Section 5, shall mean any class or series of capital  stock ranking pari
passu with the Series A  Preferred  Stock in the  distribution  of assets on any
liquidation, dissolution or winding up.

<PAGE>


          IN WITNESS WHEREOF,  AeroCentury  Corp. has caused this Certificate to
     be signed by its President and its Secretary this 15th day of April, 1998.

                             AEROCENTURY CORPORATION


                             By: /s/ Neal D. Crispin
                                 Neal D. Crispin
                                    President




                             By: /s/ Toni M. Perazzo
                                 Toni M. Perazzo
                                    Secretary