SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB
(Mark One)
[ X ] Quarterly Report Under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 For the quarterly period ended June 30, 2000

[ ] Transition  Report Under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 For the transition period from ____________ to ____________


Commission File Number:  001-13387

                                AeroCentury Corp.
               (Name of small business issuer in its charter)
 Delaware                                               94-3263974
 (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

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

Issuer's telephone number, including area code:  (650) 340-1888

Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class                Name of Exchange on Which Registered
Common Stock, $0.001 par value                American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Check whether the Issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes X
No -----

As of  August  10,  2000  the  Issuer  has  1,606,557  Shares  of  Common  Stock
outstanding, of which 63,300 are held as Treasury Stock.

Transitional Small Business Disclosure Format (check one): Yes _       No __X__
                                                                -----








<PAGE>



Part I.       Financial Information

Item 1.       Financial Statements

                                AeroCentury Corp.
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                                               <C>
                                                                                      June 30,
                                                                                        2000

Assets:
     Cash and cash equivalents                                                    $     2,290,930
     Deposits                                                                           6,312,890
     Accounts receivable                                                                  432,850
     Aircraft and aircraft engines on operating leases,
        net of accumulated depreciation of $18,693,740                                 54,622,320
     Prepaid expenses and other                                                           539,140
                                                                                  ---------------

Total assets                                                                      $    64,198,130
                                                                                  ===============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
     Accounts payable and accrued expenses                                        $       505,250
     Notes payable and accrued interest                                                36,244,550
     Maintenance reserves and accrued costs                                             5,156,860
     Security deposits                                                                  1,785,140
     Prepaid rent                                                                         303,340
     Deferred taxes                                                                     3,753,130
                                                                                  ---------------

Total liabilities                                                                      47,748,270
                                                                                  ---------------

Shareholders' equity:
     Preferred stock, $.001 par value, 2,000,000 shares
        authorized, no shares issued and outstanding                                            -
     Common stock, $.001 par value, 3,000,000 shares
        authorized, 1,606,557 shares issued                                                 1,610
     Paid in capital                                                                   13,821,200
     Retained earnings                                                                  3,131,120
                                                                                  ---------------
                                                                                       16,953,930
     Treasury stock at cost, 63,300 shares                                              (504,070)
                                                                                  ---------------
Total shareholders' equity                                                             16,449,860
                                                                                  ---------------

Total liabilities and shareholders' equity                                           $ 64,198,130
                                                                                  ===============


</TABLE>

The accompanying notes are an integral part of this statement.


<PAGE>



                                AeroCentury Corp.
                      Consolidated Statements of Operations


<TABLE>
<CAPTION>


                                          For the Six Months Ended June 30,    For the Three Months Ended June 30,
<S>                                     <C>                <C>                  <C>                <C>

                                                2000                1999            2000                 1999
                                                ----                ----            ----                 ----

Revenues:

     Rent income                        $     5,216,600     $     2,835,270     $     2,612,560    $      1,439,940
     Other income                               183,630             148,320             109,460             123,120
                                        ---------------     ---------------     ---------------    ----------------

                                              5,400,230           2,983,590           2,722,020           1,563,060
                                        ---------------     ---------------     ---------------    ----------------
Expenses:

     Management fees                            826,720             479,700             411,020             238,400
     Depreciation                             1,282,110             648,220             641,060             341,250
     Interest                                 1,496,700             457,050             751,620             247,630
     Professional fees and
       general and administrative               314,350             252,860             159,940             136,820
                                        ---------------     ---------------     ---------------    ----------------

                                              3,919,880           1,837,830           1,963,640             964,100
                                        ---------------     ---------------     ---------------    ----------------

Income before taxes                           1,480,350           1,145,760             758,380             598,960

Tax provision                                   521,830             408,530             257,700             202,050
                                        ---------------     ---------------     ---------------    ----------------

Net income                              $       958,520     $       737,230     $       500,680    $        396,910
                                        ===============     ===============     ===============    ================

Weighted average common
   shares outstanding                         1,543,257           1,580,956           1,543,257           1,569,232
                                        ===============     ===============     ===============    ================

Basic earnings per share                $          0.62     $          0.47     $          0.32    $           0.25
                                        ===============     ===============     ===============    ================


</TABLE>

The accompanying notes are an integral part of this statement.





<PAGE>


<TABLE>

                                AeroCentury Corp.
                      Consolidated Statements of Cash Flows
<CAPTION>

                                                                          For the Six Months Ended June 30,

<S>                                                                  <C>                       <C>
                                                                             2000                    1999
                                                                             ----                    ----

Net cash provided by operating activities                            $     1,722,500           $     1,000,760

Investing activities:
   Purchase of aircraft and aircraft engines                                (50,480)               (7,600,000)
                                                                     ---------------           ---------------
Net cash used by investing activities                                       (50,480)               (7,600,000)

Financing activities:
   Issuance of notes payable                                                       -                 6,400,000
   Repayment of notes payable                                              (632,820)                         -
   Purchase of treasury stock                                                      -                 (340,030)
                                                                     ---------------           ---------------
Net cash (used)/provided by financing activities                           (632,820)                 6,059,970

Net increase/(decrease) in cash and cash equivalents                       1,039,200                 (539,270)

Cash and cash equivalents, beginning of period                             1,251,730                 1,852,010
                                                                     ---------------           ---------------

Cash and cash equivalents, end of period                             $     2,290,930           $     1,312,740
                                                                     ===============           ===============


</TABLE>

The accompanying notes are an integral part of this statement.


<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2000

1.       Organization and Summary of Significant Accounting Policies

(a)      Basis of Presentation

         AeroCentury  Corp.  ("AeroCentury")  was  incorporated  in the state of
Delaware on February 28, 1997.  AeroCentury was formed solely for the purpose of
acquiring JetFleet Aircraft,  L.P. and JetFleet Aircraft II, L.P.,  partnerships
formed under  California  law for the purpose of  investing  in leased  aircraft
equipment,  (collectively,  the  "Partnerships")  in  a  statutory  merger  (the
"Consolidation"), which was effective January 1, 1998. AeroCentury is continuing
in the aircraft leasing business in which the Partnerships  engaged and is using
leveraged financing to acquire additional aircraft assets on lease.

         Because  greater than 90% of the limited  partnership  units of each of
the   Partnerships   agreed  to  the   Consolidation,   it  was   treated  as  a
pooling-of-interests  under generally  accepted  accounting  principles with the
assets and liabilities of the combining  entities recorded at historical cost on
the  Consolidation  date.  On January 16,  1998,  AeroCentury  was listed on the
American Stock Exchange under the symbol ACY.

         During  November  1999,   AeroCentury   Corp.   formed  a  wholly-owned
subsidiary,  AeroCentury Investments LLC ("AeroCentury LLC"), for the purpose of
acquiring two aircraft using a combination  of cash and bank financing  separate
from AeroCentury Corp.'s credit facility.  Financial information for AeroCentury
and AeroCentury LLC (collectively, the "Company") is presented on a consolidated
basis.  All  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

         The  accompanying  balance  sheet at June 30,  2000 and  statements  of
operations  and cash flows for the three  months  and six months  ended June 30,
2000 and 1999  reflect all  adjustments  (consisting  of only  normal  recurring
accruals)  which  are,  in the  opinion  of the  Company,  necessary  for a fair
presentation  of the  financial  results.  The  results  of such  period are not
necessarily indicative of results of operations for a full year.

(b)      Organization and Capitalization

         At December 31, 1997, all of the Company's  outstanding stock was owned
by JetFleet Holding Corp. ("JHC"), a California corporation. On January 1, 1998,
1,456,557 additional common shares were issued as a result of the Consolidation.

         JetFleet Management Corp. ("JMC"), a wholly owned subsidiary of JHC, is
an integrated aircraft  management,  marketing and financing business.  Prior to
the Consolidation, JMC managed the aircraft assets of the Partnerships on behalf
of their general and limited  partners.  JMC also manages the aircraft assets of
JetFleet  III and  AeroCentury  IV,  Inc.,  California  corporations  which  are
affiliates of JMC.

         On April 17, 1998,  in  connection  with the adoption of a  shareholder
rights plan, the Company filed a Certificate  of  Designation,  designating  the
rights,  preferences and privileges of a new Series A Preferred Stock.  Pursuant
to the plan, the Company issued rights to its shareholders of record as of April
23, 1998,  entitling each shareholder to the right to purchase one one-hundredth
of a share of Series A  Preferred  Stock for each share of Common  Stock held by
the shareholder.  Such rights are exercisable  only under certain  circumstances
concerning a proposed acquisition or merger of the Company.

         On October 23, 1998, the Company's  Board of Directors  adopted a stock
repurchase  plan,  granting  management  the authority to purchase up to 100,000
shares of the Company's common stock, in privately negotiated transactions or on
the market, at such price and on such terms and conditions  deemed  satisfactory
to  management.  During the six months ended June 30, 2000 and 1999, the Company
purchased 0 shares and 42,200 shares, respectively.  Since adoption of the plan,
the Company has purchased 63,300 shares.

         As  discussed  above,  AeroCentury  is the sole  member of  AeroCentury
Investments LLC.



<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2000

1.       Organization and Summary of Significant Accounting Policies (continued)

(c)      Cash and Cash Equivalents/Deposits

         The Company  considers highly liquid  investments  readily  convertible
into known amounts of cash, with original maturities of 90 days or less, as cash
equivalents.  Deposits  represent  cash  balances  held  related to  maintenance
reserves  and  security   deposits  and  generally  are  subject  to  withdrawal
restrictions.

         At June 30, 2000,  the Company held  security  deposits of  $1,785,140,
refundable   maintenance  reserves  received  from  lessees  of  $3,291,850  and
non-refundable maintenance reserves of $1,235,900.

         The Company's  leases are typically  structured so that if any event of
default  occurs  under the lease,  the Company may apply all or a portion of the
lessee's  security  deposit to cure such default.  If such an application of the
security  deposit is made,  the lessee  typically is required to  replenish  and
maintain the full amount of the deposit  during the remaining term of the lease.
All of the security deposits currently held by the Company are refundable to the
lessee at the end of the lease.

         Maintenance  reserves  which are refundable to the lessee at the end of
the lease may be retained by the Company if such  amounts are  necessary to meet
the return conditions  specified in the lease and, in some cases, to satisfy any
other payments due under the lease.

         Non-refundable  maintenance  reserves held by the Company are accounted
for as a liability until the aircraft has been returned at the end of the lease,
at which time the Company  evaluates the adequacy of the  remaining  reserves in
light of maintenance  to be performed as a result of hours flown.  At that time,
any excess is recorded as income and any deficiency is recorded as expense. When
an aircraft is sold, any excess non-refundable maintenance reserves are recorded
as income.

(d)      Aircraft and Aircraft Engines On Operating Leases

         The Company's  interests in aircraft and aircraft  engines are recorded
at cost, which includes  acquisition  costs.  Depreciation is computed using the
straight-line  method over the  aircraft's  estimated  economic life  (generally
assumed to be twelve years),  to an estimated  residual  value.  The depreciable
base of the assets acquired by the Company in the Consolidation was equal to the
net book value of the assets at December 31, 1997.

(e)      Loan Commitment and Related Fees

         To the extent that the Company is required to pay loan  commitment fees
and legal fees in order to secure debt, such fees are amortized over the life of
the related loan.

(f)      Maintenance Reserves and Accrued Costs

         Maintenance  costs under the Company's  triple net leases are generally
the responsibility of the lessees. Maintenance reserves and accrued costs in the
accompanying  balance sheet include  refundable and  non-refundable  maintenance
payments received from lessees.  The Company  periodically  reviews  maintenance
reserves  for  adequacy  in light of the  number of hours  flown,  airworthiness
directives  issued by the manufacturer or government  authority,  and the return
conditions  specified  in the  lease.  As a result  of such  review,  when it is
probable  that the  Company  has  incurred  costs for  maintenance  in excess of
amounts  received from lessees,  the Company accrues its share of costs for work
to be performed as a result of hours  flown.  At June 30, 2000,  the Company had
accrued costs of approximately $314,000 related to one of its aircraft.



<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2000

1.       Organization and Summary of Significant Accounting Policies (continued)

(g)      Income Taxes

         The Company follows the liability method of accounting for income taxes
as required by the  provisions  of SFAS No. 109 - Accounting  for Income  Taxes.
Under the liability  method,  deferred  income taxes are  recognized for the tax
consequences of "temporary  differences" by applying enacted statutory tax rates
applicable  to future  years to  differences  between  the  financial  statement
carrying  amounts  and the tax bases of  existing  assets and  liabilities.  The
effect on deferred taxes of a change in the tax rates is recognized in income in
the period that includes the enactment date.

(h)      Revenue Recognition

         Revenue  from  leasing of aircraft  assets is  recognized  as operating
lease revenue on a  straight-line  basis over the terms of the applicable  lease
agreements.

(i)      Use of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect certain  reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

(j)      Comprehensive Income

         The  Company  does not have any  comprehensive  income  other  than the
revenue and expense items included in the consolidated  statements of income. As
a result,  comprehensive  income  equals net income for the three months and six
months ended June 30, 2000 and 1999.

2.       Aircraft and Aircraft Engines On Operating Leases

         At June 30,  2000,  the Company  owned four  deHavilland  DHC-7,  three
deHavilland  DHC-6, two Fairchild Metro III, three Shorts SD 3-60, six Fokker 50
aircraft,  two Saab 340A aircraft and 26 turboprop engines, one of which is held
in  inventory as a spare and is not subject to a lease or to  depreciation.  The
Company did not acquire any aircraft during the first six months of 2000.

         The lease for one of the  Company's  DHC-7  aircraft,  serial number 72
("S/N  72")  expired  in April  1999.  The  Company  has been  seeking  re-lease
opportunities for S/N 72 and is discussing lease terms with interested parties.

         On  February  24,  2000,  the  lessee of one of the  Company's  30-seat
aircraft  filed for  reorganization.  The lessee is continuing to operate,  and,
under the  reorganization  plan,  the lessee has agreed to continue  leasing the
Company's  aircraft on a month to month  basis at the same rent.  The lessee has
also begun paying monthly  maintenance  reserves  based on the hours flown.  The
Company is in the process of identifying any unfunded  maintenance  requirements
related to the  pre-reorganization  period for which it will submit an unsecured
claim to the reorganization administrator.




<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2000

3.       Notes Payable and Accrued Interest

         The Company's $35 million  credit  facility,  which expired on June 30,
2000, bore interest,  payable  monthly,  at either prime or LIBOR plus 200 basis
points,  at the Company's  option.  The Company's  aircraft and aircraft engines
served as  collateral  under the  facility  and, in  accordance  with the credit
agreement,  the  Company  was  required  to  maintain  compliance  with  certain
financial  covenants.  The Company  was in  compliance  with all such  covenants
through June 28, 2000, when all outstanding  principal and accrued  interest was
paid.

         On June 28, 2000,  the Company signed an agreement with a new agent for
a revolving line of credit totaling $50 million. The new facility, which expires
on June 28, 2003, bears interest,  at the Company's  option, at either (i) prime
or (ii) LIBOR plus a margin  ranging from 200 to 250 basis points,  depending on
certain  financial  ratios.  The Company's  assets serve as collateral under the
facility and, in accordance with the credit agreement, the Company must maintain
compliance with certain  financial  covenants.  As of June 30, 2000, the Company
was in compliance with all such covenants.  As of June 30, 2000, $27,790,000 was
outstanding under the credit facility, and interest of $6,920 was accrued, using
a combination of prime and LIBOR rates.

         As discussed in Note 1, during November 1999, the Company  acquired two
aircraft using cash and bank financing  separate from its credit  facility.  The
financing  consisted  of a note in the amount of  $9,061,000,  due  February 15,
2002,  which bears fixed interest at 8.04%.  Payments due under the note consist
of monthly  principal  and interest and a balloon  principal  payment due on the
maturity date. The balance of the note payable at June 30, 2000 was $8,447,620.

4.       Income Taxes
<TABLE>

         The items comprising income tax expense are as follows:
<CAPTION>

                                                                               For the Six Months Ended June 30,
<S>                                                                          <C>                 <C>
                                                                                    2000                1999
                                                                                    ----                ----
         Current tax provision:
              Federal                                                        $         81,820    $       346,980
              State                                                                    11,290             16,780
              Foreign                                                                  79,160                  -
                                                                             ---------------     ---------------

              Current tax provision                                                   172,270            363,760
                                                                             ----------------    ---------------

         Deferred tax provision:
              Federal                                                                 342,140             38,200
              State                                                                     7,420              6,570
                                                                             ----------------    ---------------

              Deferred tax provision                                                  349,560             44,770
                                                                             ----------------    ---------------

         Total provision for income taxes                                    $        521,830    $       408,530
                                                                             ================    ===============

</TABLE>


<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                  June 30, 2000

4.       Income Taxes (continued)

         Total income tax expense differs from the amount that would be provided
by  applying  the  statutory  federal  income  tax rate to  pretax  earnings  as
illustrated below:
<TABLE>
<CAPTION>
                                                                               For the Six Months Ended June 30,

<S>                                                                          <C>                 <C>
                                                                                    2000                1999
                                                                                    ----                ----
         Income tax expense at
               statutory federal income tax rate                             $        503,320    $       389,560
         State taxes net of federal benefit                                            13,780             18,970
         Tax rate differences                                                           4,730                  -
                                                                             ----------------    ---------------

         Total income tax expense                                            $        521,830    $       408,530
                                                                             ================    ===============
</TABLE>

         Tax rate  differences  result from changes in the  Company's  effective
state tax rates.

         Temporary differences and carryforwards that gave rise to a significant
portion  of  deferred  tax  assets and  liabilities  as of June 30,  2000 are as
follows:
<TABLE>
<S>                                                                          <C>

         Deferred tax assets:
              Amortization of organizational costs                           $        38,560
              Maintenance reserves                                                   505,140
              Prepaid rent                                                           105,960
              Deferred maintenance                                                    84,300
                                                                             ---------------
                  Net deferred tax assets                                            733,960
         Deferred tax liabilities:
              Depreciation on aircraft and engines                                (4,162,190)
              Other                                                                 (324,900)
                                                                             ----------------

                  Net deferred tax liabilities                               $    (3,753,130)
                                                                             ================
</TABLE>

         No valuation allowance is deemed necessary,  as the Company anticipates
generating  adequate  future  taxable  income to  realize  the  benefits  of all
deferred tax assets on the balance sheet.

5.       Related Party Transactions

         Since the Company has no employees,  the Company's  portfolio of leased
aircraft  assets is managed  and  administered  under the terms of a  management
agreement with JMC. Under this agreement,  JMC receives a monthly management fee
based  on the net  asset  value of the  assets  under  management.  JMC may also
receive an acquisition  fee for locating  assets for the Company,  provided that
the aggregate  purchase price  including  chargeable  acquisition  costs and any
acquisition  fee does not exceed  the fair  market  value of the asset  based on
appraisal,  and a remarketing fee in connection with the sale or re-lease of the
Company's assets. The management fees, acquisition fees and remarketing fees may
not exceed the  customary  and usual fees that would be paid to an  unaffiliated
party for such  services.  During  the first  six  months of 2000 and 1999,  the
Company recognized as expense $826,720 and $479,700, respectively, of management
fees payable to JMC. In  connection  with the  purchases of aircraft  during the
first  six  months  of  1999,  the  Company  paid  JMC a total  of  $244,500  in
acquisition  fees,  which are included in the capitalized  cost of the aircraft.
Because the Company did not acquire any aircraft  during the first six months of
2000, no such fees were paid to JMC. No remarketing fees were paid to JMC during
2000 or 1999.

         Certain  employees of JMC  participate in an employee  stock  incentive
plan which grants  options to purchase  shares of the Company held by JHC. As of
June 30, 2000, 8,833 such options had been exercised.




<PAGE>




         Item 2.  Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

Certain statements  contained in this report and, in particular,  the discussion
regarding the Company's beliefs, plans, objectives,  expectations and intentions
regarding:  the  adequacy  of the  Company's  cash  flow to meet  interest  rate
increases  under its credit line; the potential  release of S/N 72; the adequacy
of the Company's  cash flow to meet ongoing  operational  needs,  even if S/N 72
remains  off-lease for an extended period of time; the adequacy of the Company's
cash flow to meet ongoing  operational needs, if the U.K lessee of the 30-seater
aircraft  pays a reduced rent or returns the aircraft or fails to pay all of its
maintenance-related  obligations;  the stability of the aircraft  industry;  the
supply of suitable transaction  opportunities for the Company; the use of proper
asset and  lessee  selection  to reduce the impact of  industry  downturns;  the
attractiveness of overseas markets;  JMC's competitiveness due to its experience
and operational  efficiency in financing  transaction  types desired by regional
air carriers; the Company's ability to obtain third party guaranties, letters of
credit or other  enhancement  from future  lessees  contained in this "Item 2 --
Management's   Discussion  and  Analysis  or  Plan  of  Operation"  section  are
forward-looking statements.  While the Company believes that such statements are
accurate,  they  are  dependent  upon  the  Company's  ability  to  satisfy  the
conditions  to closing of the  replacement  credit  facility,  general  economic
conditions,  particularly those that affect the demand for regional aircraft and
engines,  including  competition  for  regional and other  aircraft,  and future
trends and results  cannot be predicted  with  certainty.  The Company's  actual
results could differ  materially  from those  discussed in such  forward-looking
statements.  The  cautionary  statements  made in this Report  should be read as
being applicable to all related forward-looking  statements wherever they appear
in this  Report.  Factors  that could cause or  contribute  to such  differences
include those discussed below in the section  entitled  "Factors that May Affect
Future Results."

Results of Operations

The Company had revenues of $5,400,230 and $2,983,590 and net income of $958,520
and $737,230 for the six months ended June 30, 2000 and 1999, respectively,  and
revenues of $2,722,020  and  $1,563,060  and net income of $500,680 and $396,910
for the quarters ended June 30, 2000 and 1999, respectively.

Rent income was approximately  $2,382,000 and $1,173,000  higher,  respectively,
for the six  month  and  three  month  periods  in 2000  versus  1999 due to the
purchases of additional on-lease aircraft during 1999, which increases were only
partially offset by the off-lease status of S/N 72 beginning in April 1999.

Management fees were approximately  $347,000 and $173,000 higher,  respectively,
in the six month and three  month  periods of 2000  versus  1999  because of the
aircraft  acquisitions  noted above.  Such  acquisitions had a similar effect on
depreciation,   which  was   approximately   $634,000   and   $300,000   higher,
respectively, in the six month and three months periods in 2000 versus 1999, and
interest expense, which was approximately  $1,040,000 and $504,000 higher in the
same periods in 2000 than in 1999.

Liquidity and Capital Resources

The Company is currently  financing its asset growth through  borrowings secured
by its assets and excess cash flow. As discussed in Note 3, the Company replaced
its $35 million  credit  facility  with a new $50 million  facility  during June
2000. The new facility,  which expires on June 28, 2003, bears interest,  at the
Company's  option,  at either (i) prime or (ii) LIBOR plus a margin ranging from
200 to 250 basis points,  depending on certain  financial ratios. As of June 30,
2000,  $27,790,000  was  outstanding  under the credit  facility and interest of
$6,920 was accrued, using a combination of prime and LIBOR rates.

The prime rate was stable from  November 1998 through June 1999 and increased by
25 basis points in each of July,  August and November 1999 and  February,  March
and May 2000.  The  majority of the  Company's  borrowings  are  financed  using
one-month  or  six-month  LIBOR rates,  both of which have  increased  since the
Company  began  financing  pursuant to such rates during June 1999.  The Company
believes it has  adequate  cash flow to meet  increases  in the  interest  rates
applicable to its credit line  obligations.  Any increase in such interest rates
is likely to be the result of increased  prevailing  interest  rates.  Increased
prevailing interest rates generally result in higher lease rates as well, and so
an increase in credit line  payments may be offset at least  partially by higher
revenues on new leases and renewals of leases. The Company has evaluated whether
it is advisable to enter into an interest  rate hedge  transaction,  which would
act to lock in  current  interest  rates on its  credit  line  obligations.  The
Company has determined that such a transaction is not advisable at this time. In
making its decision,  the Company  analyzed  interest  rate trends,  the ongoing
costs of  maintaining  the hedge and the magnitude of the impact of any interest
rate swing.

During  November  1999,  the Company  acquired two aircraft  using cash and bank
financing separate from its credit facility. The financing consists of a note in
the amount of $9,061,000,  due February 15, 2002,  which bears fixed interest at
8.04%. Payments due under the note consist of monthly principal and interest and
a balloon principal payment due on the maturity date.

The Company's sole source of revenue is lease rentals  collected from lessees of
its aircraft  assets.  It is the Company's policy to monitor each lessee's needs
in periods before leases are due to expire. If it appears that a lessee will not
be renewing its lease, the Company  immediately  initiates  marketing efforts to
locate a potential  new lessee or purchaser  for the  aircraft.  This  procedure
helps the Company reduce any potential  that an asset will be "off-lease"  for a
significant time. The lease for the Company's  deHavilland Dash-7, serial number
72 ("S/N 72"),  expired in April 1999.  The  Company has been  seeking  re-lease
opportunities  for S/N 72 since the  lessee  provided  notice  that it would not
renew the lease,  and the  Company is  discussing  lease  terms with  interested
parties.  The  Company's  other  aircraft  are  subject to leases  with  varying
expiration  dates  between  August 31, 2000 and  November  23,  2003.  Given the
varying  lease terms and  expiration  dates for the  aircraft  in the  Company's
portfolio,  management believes that the Company will have adequate cash flow to
meet any on-going  operational  needs,  even if S/N 72 remains  off-lease for an
extended period of time.

The Company has received  notice that one of its  lessees,  which has leased one
30-seat  aircraft,  has filed for  reorganization  in the United  Kingdom courts
under the U.K.'s "administration" statutes. The lessee is continuing to operate,
and, under the  reorganization  plan, the lessee has agreed to continue  leasing
the  Company's  aircraft on a month to month basis at the same rent.  The lessee
has also begun paying monthly maintenance reserves based on the hours flown. The
Company is in the process of identifying any unfunded  maintenance  requirements
related to the  pre-reorganization  period for which it will submit an unsecured
claim to the reorganization  administrator.  If the aircraft is returned at some
point in the future,  or the Company and the  administrator for the lessee agree
to a reduced rental, or if any maintenance-related  unsecured claim is not fully
discharged by the reorganization administrator,  the Company's financial results
could be adversely  affected.  In any event,  the Company  believes that it will
have adequate cash flow to meet any ongoing  operational  needs  notwithstanding
any of the above.

The Company's  cash flow from  operations for the six months ended June 30, 2000
versus the same period in 1999 increased by approximately $722,000. The increase
from year to year was  partially  due to the  Company's  acquisition  of several
aircraft  during 1999 which resulted in increased net income in 2000. The change
in cash flow from operations from year to year also included the positive effect
of the change in  deposits,  accounts  receivable,  prepaid  expenses  and other
assets,  and deferred  taxes,  which changes were only  partially  offset by the
change in  accounts  payable  and accrued  expenses,  accrued  interest on notes
payable,  security deposits,  and maintenance  deposits and accrued costs during
2000 versus 1999.

Specifically,  the Company's cash flow from  operations for the six months ended
June 30, 2000  consisted  of net income of $958,520 and  adjustments  consisting
primarily of  depreciation  of  $1,282,110,  increases  in accounts  receivable,
deposits  and  prepaid  expenses  and other  assets of  $125,090,  $893,730  and
$180,010,  respectively,  decreases in accounts payable and accrued expenses and
accrued interest on notes payable of $401,720 and $217,560,  respectively, a net
increase  in  deferred  taxes  of  $525,260  and  an  increase  of  $767,160  in
maintenance reserves collected from lessees.

The Company's  cash flow from  operations for the six months ended June 30, 1999
consisted  of net income of $737,230  and  adjustments  consisting  primarily of
depreciation of $648,220, increases in accounts receivable, prepaid expenses and
deposits of  $432,570,  $260,270  and  $1,567,290,  respectively,  increases  in
accounts and taxes payable of $105,090 and $208,270,  respectively,  an increase
in prepaid rent of $71,350,  a net increase in deferred  taxes of $58,760 and an
increase of $1,392,670 in security deposits and maintenance  reserves  collected
from lessees.

The decrease in cash flow used by investing  activities of $7,549,520  from year
to year was because the Company did not make any  acquisitions  during the first
six months of 2000.  The decrease in cash flow provided by financing  activities
of  approximately  $6,693,000  from year to year was because  the  Company  made
principal  repayments  on  its  indebtedness  during  2000,  without  additional
borrowings.

Factors that May Affect Future Results

Risks of Debt  Financing.  The Company's use of acquisition  financing under its
revolving credit facility subjects the Company to increased risks of leveraging.
The revolving loans are secured by the Company's  existing assets as well as the
assets  acquired with each  financing.  Any default  under the revolving  credit
facility could result in foreclosure upon not only the asset acquired using such
financing,  but also the existing  assets of the Company  securing the revolving
loan.

In order to achieve  optimal  benefit from the revolving  credit  facility,  the
Company  intends to repay a portion of the  revolving  loans  from  proceeds  of
subsequent  term debt or equity  financings.  Such  replacement  financing would
likely provide the Company with more  favorable  long-term  repayment  terms and
also would permit the Company to make  further  borrowings  under the  revolving
credit facility equal to the amount of revolving debt  refinanced.  There can be
no  assurance  that the Company will be able to obtain the  necessary  amount of
replacement  term debt or equity  financing on  favorable  terms so as to permit
multiple draws on the revolving credit facility.

All of the Company's  current credit  facility  indebtedness  carries a floating
interest  rate based upon  either the  lender's  prime rate or a floating  LIBOR
rate. If the applicable  index rate  increases,  and the Company has not entered
into a mitigating  hedge  transaction,  then the Company's  payment  obligations
under the credit  facility would increase and could result in lower net revenues
for the Company.

General Economic Conditions. The market for used aircraft has been cyclical, and
usually  reflects  economic  conditions  and  the  strength  of the  travel  and
transportation industry. The Company believes that the air transport industry is
currently  stable,  with  demand for  aircraft,  asset  prices  and lease  rates
generally level, and in some cases,  increasing.  Nonetheless,  at any time, the
market for used  aircraft may be  adversely  affected by such factors as airline
financial  difficulties,  higher  fuel  costs,  and  improved  availability  and
economics of new replacement aircraft.

The Company  believes that the current aircraft market provides a good supply of
suitable  transaction  opportunities  for the  Company,  primarily  in  overseas
markets,  as well as domestically.  There are currently some disparities between
geographic regions with respect to the condition of the air transport  industry,
with  certain  areas  of South  America  and the  Pacific  Rim,  in  particular,
experiencing  economic  difficulties.  There have also been  disruptions  in the
currency  markets  in  certain   geographic  areas.  To  the  extent  that  such
disruptions  adversely affect a region's economic growth,  suitable transactions
may be more  difficult  for the Company to find in that region and the Company's
lessees in that area may be adversely affected.

An adverse  change in the global air  travel  industry  could  result in reduced
carrier  revenue and excess  capacity  and  increase the risk of failure of some
weaker regional air carriers.  While the Company believes that with proper asset
and lessee selection in the current  climate,  as well as during such downturns,
the impact of such changes on the Company can be reduced,  there is no assurance
that the Company's  business will escape the effects of such a global  downturn,
or a regional  downturn in an area where the  Company  has placed a  significant
amount of its assets.

Reliance  on JMC.  All  management  of the Company is  performed  by JMC under a
Management  Agreement which is in its fourth year of a 20-year term and provides
for an asset-based  management fee. JMC is not a fiduciary to the Company or its
stockholders.  The  Board  of  Directors,  however,  has  ultimate  control  and
supervisory  responsibility  over all aspects of the Company and owes  fiduciary
duties to the Company and its stockholders.  In addition,  while JMC may not owe
any  fiduciary  duties to the  Company  by virtue of the  Management  Agreement,
certain  officers of JMC are also officers of the Company,  and in that capacity
owe fiduciary  duties to the Company and the  stockholders  by virtue of holding
such offices with the Company.

The Management  Agreement may be terminated upon a default in the obligations of
JMC to the  Company,  and  provides  for  liquidated  damages  in the event of a
wrongful  termination  of the agreement by the Company.  Many of the officers of
JMC are also officers of the Company,  and certain  directors of the Company are
also directors of JMC. Consequently,  the directors and officers of JMC may have
a conflict of interest in the event of a dispute  over  obligations  between the
Company and JMC.  Although  the Company has taken steps to prevent  conflicts of
interest arising from such dual roles, such conflicts may still occur.

Ownership  Risks.  Most of the  Company's  portfolio is leased  under  operating
leases,  where the terms of the leases do not take up the entire  useful life of
an asset. The Company's  ability to recover its purchase  investment in an asset
subject  to an  operating  lease is  dependent  upon the  Company's  ability  to
profitably  re-lease or sell the asset after the expiration of the initial lease
term.  Some of the  factors  that  have an impact on the  Company's  ability  to
release or sell include worldwide economic  conditions,  general aircraft market
conditions,  regulatory  changes that may make an asset's use more  expensive or
preclude  use  unless  the asset is  modified,  changes in the supply or cost of
aircraft  equipment  and  technological  developments  which  cause the asset to
become obsolete.  In addition, a successful investment in an asset subject to an
operating  lease depends in part upon having the asset returned by the lessee in
serviceable  condition as required under the lease.  If the Company is unable to
remarket its aircraft  equipment on favorable terms when the operating lease for
such equipment expires, the Company's business,  financial condition, cash flow,
ability to service debt and results of operation could be adversely affected.

Lessee Credit Risk. If a lessee defaults upon its obligations under a lease, the
Company may be limited in its ability to enforce remedies. Most of the Company's
lessees are small regional passenger airlines,  which may be even more sensitive
to airline industry market conditions than the major airlines.  As a result, the
Company's  inability to collect rent under a  significant  lease or to repossess
equipment  in the event of a default by a lessee  could have a material  adverse
effect on the Company's revenue. If a lessee that is a certified U.S. airline is
in default under the lease and seeks  protection  under Chapter 11 of the United
States  Bankruptcy  Code, under Section 1110 of the Bankruptcy Code, the Company
would be automatically prevented from exercising any remedies for a period of 60
days.  By the end of the 60 day  period,  the lessee  must agree to perform  the
obligations  and cure any  defaults,  or the  Company  would  have the  right to
repossess the  equipment.  This  procedure  under the  Bankruptcy  Code has been
subject to significant recent litigation,  however,  and it is possible that the
Company's  enforcement  rights  may still be  further  adversely  affected  by a
declaration of bankruptcy by a defaulting lessee.

International  Risks.  The Company  has  focused  recently on leases in overseas
markets,  which  markets are  currently  dynamic and which the Company  believes
present  attractive  opportunities.  Leases with foreign lessees,  however,  may
present somewhat different credit risks than those with domestic lessees.

Foreign laws, regulations and judicial procedures may be more or less protective
of lessor  rights as those which apply in the United  States.  The Company could
experience   collection  problems  related  to  the  enforcement  of  its  lease
agreements  under foreign local laws and the remedies in foreign  jurisdictions.
The protections potentially offered by Section 1110 of the Bankruptcy Code would
not apply to non-U.S.  carriers,  and applicable local law may not offer similar
protections.  Certain countries do not have a central  registration or recording
system with which to locally  establish the Company's  interest in equipment and
related leases. This could add difficulty in recovering an aircraft in the event
that a foreign lessee defaults.

Leases with foreign  lessees are subject to risks  related to the economy of the
country  or region in which such  lessee is  located,  even if the U.S.  economy
remains  strong.  On the other hand,  a foreign  economy may remain  strong even
though the U.S.  economy  does not.  A foreign  economic  downturn  may impact a
foreign lessee's ability to make lease payments,  even though the U.S. and other
economies  remain  stable.  Furthermore,  foreign  lessees  are subject to risks
related to currency  conversion  fluctuations.  Although the  Company's  current
leases are all payable in U.S. dollars,  in the future, the Company may agree to
leases that permit payment in foreign  currency,  which would subject such lease
revenue   to   monetary   risk  due  to   currency   fluctuations.   Even   with
dollar-denominated lease payment provisions, the Company could still be affected
by a  devaluation  of the  lessee's  local  currency  which  would  make it more
difficult for a lessee to meet its dollar-denominated lease payments, increasing
the risk of default of that lessee,  particularly  if that carrier's  revenue is
primarily derived in the local currency.

Government  Regulation.  There  are  a  number  of  areas  in  which  government
regulation  may  result  in  costs  to  the  Company.   These  include  aircraft
registration,   safety  requirements,   required  equipment  modifications,  and
aircraft  noise  requirements.  Although it is  contemplated  that the burden of
complying with such  requirements will fall primarily upon lessees of equipment,
there  can be no  assurance  that the cost of  complying  with  such  government
regulations  will  not  fall  on the  Company.  Furthermore,  future  government
regulations  could cause the value of any  non-complying  equipment owned by the
Company to decline substantially.

Competition.  The aircraft leasing industry is highly  competitive.  The Company
competes  with  aircraft   manufacturers,   distributors,   airlines  and  other
operators,  equipment managers,  leasing companies,  equipment leasing programs,
financial  institutions  and other  parties  engaged  in  leasing,  managing  or
remarketing  aircraft,  many  of  which  have  significantly  greater  financial
resources and more experience than the Company. The Company,  however,  believes
that it is competitive because of JMC's experience and operational efficiency in
financing the  transaction  types desired by regional air carriers.  This market
segment,  which is characterized  by transaction  sizes of less than $10 million
and lessee credits that are strong,  but generally  unrated and more speculative
than  the  major  air  carriers,  is not well  served  by the  Company's  larger
competitors in the aircraft industry. JMC has developed a reputation as a global
participant  in this segment of the market,  and the Company  believes this will
benefit  the  Company.  There  is no  assurance  that  the  lack of  significant
competition from the larger aircraft leasing companies will continue or that the
reputation of JMC will continue to be strong in this market  segment and benefit
the Company.

Casualties,   Insurance  Coverage.  The  Company,  as  owner  of  transportation
equipment, could be held liable for injuries or damage to property caused by its
assets. Though some protection may be provided by the United States Aviation Act
with  respect  to its  aircraft  assets,  it is not  clear to what  extent  such
statutory  protection  would be  available  to the  Company and such act may not
apply to aircraft  operated in foreign  countries.  Though the Company may carry
insurance or require a lessee to insure  against a risk,  some risks of loss may
not be insurable.  An uninsured loss with respect to the equipment or an insured
loss for which  insurance  proceeds are  inadequate,  would result in a possible
loss of invested capital in and any profits anticipated from such equipment.

Leasing  Risks.  The  Company's  successful  negotiation  of  lease  extensions,
re-leases  and sales may be critical  to its  ability to achieve  its  financial
objectives,  and  involves a number of  substantial  risks.  Demand for lease or
purchase of the assets depends on the economic condition of the airline industry
which is, in turn, highly sensitive to general economic  conditions.  Ability to
remarket  equipment  at  acceptable  rates may  depend on the  demand and market
values at the time of remarketing.  The Company anticipates that the bulk of the
equipment  it  acquires  will be used  aircraft  equipment.  The market for used
aircraft  is  cyclical,  and  generally,   but  not  always,  reflects  economic
conditions  and the  strength  of the travel and  transportation  industry.  The
demand for and value of many types of older aircraft in the recent past has been
depressed  by such factors as airline  financial  difficulties,  increased  fuel
costs,  the number of new  aircraft  on order and the  number of older  aircraft
coming off lease.  The Company's  expected  concentration in a limited number of
airframe and aircraft engine types (generally, turboprop equipment) subjects the
Company to economic  risks if those  airframe or engine types should  decline in
value. If "regional jets" were to be used on short routes  previously  served by
turboprops,  even  though  regional  jets are more  expensive  to  operate  than
turboprops,  the demand for turboprops could be decreased.  This could result in
lower lease rates and values for the Company's existing turboprop aircraft.

Risks Related to Regional Air Carriers. Because the Company has concentrated its
existing  leases and intends to  concentrate on leases to regional air carriers,
it is subject to certain  risks.  First,  lessees in the  regional  air  carrier
market include a number of companies that are start-up,  low capital, low margin
operations.  Often, the success of such carriers is dependent upon  arrangements
with major trunk  carriers,  which may be subject to termination or cancellation
by such major carrier.  Leasing  transactions with these types of lessees result
in a generally  higher  lease rate on  aircraft,  but may entail  higher risk of
default or lessee  bankruptcy.  The  Company  evaluates  the credit risk of each
lessee  carefully,  and  attempts to obtain third party  guaranties,  letters of
credit or other credit enhancements,  if it deems such is necessary. There is no
assurance,  however,  that such  enhancements  will be available or that even if
obtained  will fully  protect the Company  from losses  resulting  from a lessee
default or bankruptcy. Second, a significant area of growth of this market is in
areas outside of the United States,  where  collection and enforcement are often
more difficult and complicated than in the United States.

Possible  Volatility of Stock Price.  The market price of the  Company's  Common
Stock could be subject to fluctuations  in response to operating  results of the
Company,  changes in general  conditions in the economy,  the financial markets,
the airline industry, changes in accounting principles or tax laws applicable to
the Company or its lessees,  or other  developments  affecting the Company,  its
customers or its  competitors,  some of which may be unrelated to the  Company's
performance.  Also, because the Company has a relatively small capitalization of
approximately 1.5 million shares,  there is a correspondingly  limited amount of
trading of the shares.  Consequently,  a single or small  number of trades could
result  in a  market  fluctuation  not  related  to any  business  or  financial
development relating to the Company.




         Item 4.  Submission of Matters to a Vote of Security Holders.

On April 28,  2000,  the Company  held its annual  stockholder's  meeting in San
Carlos,  California.  At that  meeting,  Marc J. Anderson and Thomas W. Orr were
re-elected to the Board of Directors.

The vote tally was as follows:

                          FOR ELECTION          WITHHELD
Mr. Anderson               1,162,514           20,365
Mr. Orr                    1,158,296           24,583

In  addition  to the  election  of  directors,  the  stockholders  ratified  the
selection of Arthur Andersen LLP as auditors for the Company

The vote tally was as follows:

In Favor                   1,155,478
Against                       11,905
Abstaining                    11,496



<PAGE>



                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on August 10, 2000.


                                AEROCENTURY CORP.


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


In  accordance  with the Exchange  Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities indicated on
August 10, 2000.

         Signature                                 Title


/s/ Neal D. Crispin                 Director, President and Chairman of the
-------------------------------     Board of Directors of the Registrant
Neal D. Crispin                     (Principal Executive Officer)



/s/ Toni M. Perazzo                 Director, Senior Vice President -
-------------------------------     Finance and Secretary of the Registrant
Toni M. Perazzo                    (Principal Financial and Accounting
                                    Officer)