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 September 30, 1999

[ ] 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  November  12,  1999 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.
                                  Balance Sheet

<TABLE>


                                     ASSETS
<S>                                                                               <C>

                                                                                    September 30,
                                                                                        1999

Cash and cash equivalents                                                         $     1,952,300
Deposits                                                                                3,467,710
Accounts receivable                                                                       313,010
Aircraft and aircraft engines on operating leases,
     net of accumulated depreciation of $16,825,020                                    45,261,200
Prepaid expenses and other                                                                418,490
                                                                                  ---------------

Total assets                                                                      $    51,412,710
                                                                                  ===============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
     Accounts payable and accrued expenses                                        $       533,220
     Notes payable and accrued interest                                                28,089,460
     Maintenance reserves and accrued costs                                             2,284,860
     Security deposits                                                                  1,508,750
     Prepaid rent                                                                         174,120
     Deferred taxes                                                                     3,313,680
     Taxes payable                                                                        321,790
                                                                                  ---------------

Total liabilities                                                                      36,225,880

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 and outstanding                                 1,610
     Paid in capital                                                                   13,821,200
     Retained earnings                                                                  1,868,090
                                                                                  ---------------
                                                                                       15,690,900
     Treasury stock at cost, 63,300 shares                                              (504,070)
                                                                                  ---------------
Total shareholders' equity                                                             15,186,830
                                                                                  ---------------

Total liabilities and shareholders' equity                                        $    51,412,710
                                                                                  ===============

</TABLE>

The accompanying notes are an integral part of this statement.


<PAGE>



                                AeroCentury Corp.
                            Statements of Operations

<TABLE>
<S>                                      <C>                                    <C>

                                         For the Nine Months Ended              For the Three Months Ended
                                               September 30,                           September 30,
</TABLE>
<TABLE>
<S>                                <C>                 <C>                 <C>                <C>

                                          1999               1998               1999               1998
                                          ----               ----               ----               ----

Revenues:

     Rent income                    $     4,709,870    $      2,539,900    $     1,874,600     $       865,000
     Gain on disposal of aircraft            98,410             183,200                  -             183,200
     Other income                            96,400              34,700             46,490              13,300
                                    ---------------    ----------------    ---------------     ---------------

                                          4,904,680           2,757,800          1,921,090           1,061,500
                                    ---------------    ----------------    ---------------     ---------------

Expenses:

     Management fees                        801,820             433,300            322,120             145,400
     Depreciation                         1,113,770             513,400            465,550             175,300
     Interest                               893,890              62,800            436,840              28,700
     Professional fees and
        general and administrative          397,610             228,800            144,750              68,700
                                    ---------------    ----------------    ---------------     ---------------

                                          3,207,090           1,238,300          1,369,260             418,100
                                    ---------------    ----------------    ---------------     ---------------

Income before taxes                       1,697,590           1,519,500            551,830             643,400

Tax provision                               596,680             612,100            188,150             263,000
                                    ---------------    ----------------    ---------------     ---------------

Net income                          $     1,100,910    $        907,400    $       363,680     $       380,400
                                    ===============    ================    ===============     ===============

Weighted average common
   shares outstanding                     1,570,444           1,606,557          1,549,761           1,606,557
                                    ===============    ================    ===============     ===============

Basic earnings per share            $          0.70    $           0.57    $          0.23     $          0.24
                                    ===============    ================    ===============     ===============

</TABLE>

The accompanying notes are an integral part of this statement.





<PAGE>



                                AeroCentury Corp.
                            Statements of Cash Flows

<TABLE>

                                                                       For the Nine Months Ended September 30,
<S>                                                                  <C>                       <C>
                                                                           1999                       1998

Net cash provided by operating activities                            $     2,498,170           $     2,440,800

Investing activities:
   Proceeds from disposal of engine                                                -                   325,000
   Purchase of aircraft                                                 (23,562,000)               (1,124,400)
                                                                     ---------------           ---------------
Net cash used by investing activities                                   (23,562,000)                 (799,400)

Financing activities:
   Issuance of notes payable                                              21,590,000                         -
   Purchase of treasury stock                                              (425,880)                         -
   Issuance of secured note                                                        -                   866,670
   Repayment of secured note                                                                         (866,670)
                                                                     ---------------           ---------------
Net cash provided by financing activities                                 21,164,120                         -

Net change from consolidation of partnerships                                      -                    22,800
                                                                     ---------------           ---------------

Net increase in cash and cash equivalents                                    100,290                 1,664,200

Cash and cash equivalents, beginning of period                             1,852,010                     8,000
                                                                     ---------------           ---------------

Cash and cash equivalents, end of period                             $     1,952,300           $     1,672,200
                                                                     ===============           ===============

</TABLE>

The accompanying notes are an integral part of this statement.


<PAGE>



                                AeroCentury Corp.
                          Notes to Financial Statements
                               September 30, 1999

1.       Organization and Summary of Significant Accounting Policies

(a)      Basis of Presentation

         AeroCentury  Corp.  (the  "Company") was  incorporated  in the state of
Delaware on February 28, 1997.  The Company 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. The Company is continuing
in the aircraft leasing business in which the Partnerships  engaged and plans to
use 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  has  been  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,  the Company was listed on the
American Stock Exchange under the symbol ACY.

         The accompanying  balance sheet at September 30, 1999 and statements of
operations  and cash flows for the nine months and three months ended  September
30, 1999 and 1998 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 operations of such periods
are not necessarily indicative of results of operations for a full year.

(b)      Organization and Capitalization

         At December 31, 1997, all 150,000 of the Company's  outstanding  shares
were 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  partners and limited  partners.  JMC now manages the aircraft
assets of the Company and 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  quarter  ended  September  30,  1999,  the  Company
purchased 11,900 shares of its common stock and, since the adoption of the plan,
has purchased 63,300 shares.



<PAGE>



                                AeroCentury Corp.
                          Notes to Financial Statements
                               September 30, 1999

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

(c)      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.  Other income  includes  interest  earned from a finance lease which
expired in June 1998.

(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 September 30, 1999,  the Company
had accrued costs of approximately $289,000 related to one of its aircraft.

(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)      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 September 30, 1999, the Company held refundable security deposits of
$1,508,750,  refundable maintenance reserves received from lessees of $1,117,300
and non-refundable maintenance reserves of $841,660.



<PAGE>



                                AeroCentury Corp.
                          Notes to Financial Statements
                               September 30, 1999

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

(h)      Cash and Cash Equivalents/Deposits (continued)

         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   refundable  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  security  deposit  during the
remaining term 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.

         All of  the  security  deposits  currently  held  by  the  Company  are
refundable to the lessee at the end of 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.

(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.

2. Aircraft and Aircraft Engines On Operating Leases

         At September 30, 1999, the Company owned four deHavilland  DHC-7, three
deHavilland DHC-6, two Fairchild Metro III, three Shorts SD 3-60 and four 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.
During the third  quarter of 1999,  the  Company  acquired  two of the Shorts SD
3-60,  two of the  Fokker 50 and the two Saab 340A  aircraft  and one  turboprop
engine,  leased to  regional  carriers  in  Germany,  Sweden and North  America,
respectively, for a total of $15,962,000, including acquisition costs.

         During the second quarter of 1999, the Company  acquired a 50% interest
in a deHavilland  DHC-7  aircraft  which was not subject to a lease.  During the
same quarter,  the Company subsequently sold its interest in the aircraft to the
owner of the other 50%  interest.  The Company  recognized a gain in  connection
with the sale and received cash and a note due  September 30, 1999.  The Company
received  payment  of the  note in  full,  including  accrued  interest,  during
September 1999.

         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.
The lease for another of the Company's  Metro III  aircraft,  serial number 576,
("S/N 576") has been extended by the lessee from its original expiration date on
July 19, 1999 to August 31, 2000.


<PAGE>



                                AeroCentury Corp.
                          Notes to Financial Statements
                               September 30, 1999


3.       Notes Payable and Accrued Interest

         On June 30, 1998 the Company  obtained a $15 million  revolving  credit
facility to acquire  turboprop  aircraft and engines under lease.  The facility,
which  expires on June 30,  2000 and which may be renewed  annually  thereafter,
bears interest, payable monthly, at either prime or LIBOR plus 200 basis points,
at the Company's option.  The Company signed agreements  increasing its facility
to  $22.5  million,  then $30  million,  on  April  1,  1999 and July 16,  1999,
respectively.  The Company's  aircraft and aircraft  engines serve as collateral
under the facility and, in  accordance  with the credit  agreement,  the Company
must maintain compliance with certain financial  covenants.  As of September 30,
1999, the Company was in compliance with all such covenants. As of September 30,
1999,  $27,990,000 was outstanding  under the credit  facility,  and interest of
$99,460 was accrued, using a combination of prime and LIBOR rates.

4.       Income Taxes

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

                                            For the Nine Months Ended September 30,
<S>                                                  <C>               <C>
                                                            1999              1998
     Current tax provision:
         Federal                                     $     435,950     $      64,700
         State                                              21,080            17,800
                                                     -------------     -------------

         Current tax provision                             457,030            82,500
                                                     -------------     -------------

     Deferred tax provision:
         Federal                                           136,870           452,000
         State                                               2,770            77,600
                                                     -------------     -------------

     Deferred tax provision                                139,640           529,600
                                                     -------------     -------------

     Total provision for income taxes                $     596,670     $     612,100
                                                     =============     =============
</TABLE>

         Total  income  tax  expense  differs  from the  amount  which  would be
provided by applying the statutory federal income tax rate to pretax earnings as
illustrated below:
<TABLE>

                                             For the Nine Months Ended September 30,
<S>                                                  <C>               <C>

                                                            1999               1998

         Income tax expense at
               statutory federal income tax rate     $     577,330     $     516,600
         State taxes net of federal benefit                 27,890            88,600
         Tax rate differences                              (8,550)             6,900
                                                     -------------     -------------

         Total income tax expense                    $     596,670     $     612,100
                                                     =============     =============
</TABLE>




<PAGE>



                                AeroCentury Corp.
                          Notes to Financial Statements
                               September 30, 1999

4.       Income Taxes (continued)

         Temporary   differences  and   carryforwards   which  gave  rise  to  a
significant portion of deferred tax assets and liabilities are as follows:

                                                       September 30,
                                                           1999

     Deferred tax assets:
         Amortization of organizational costs        $      51,220
         Maintenance reserves                              261,160
         Prepaid rent                                       62,060
                                                     -------------
               Net deferred tax assets                     374,440

     Deferred tax liabilities:
         Depreciation on aircraft and engines            3,337,560
         Other                                             350,560
                                                     -------------

              Net deferred tax liability             $   3,313,680
                                                     =============



5.       Supplementary Disclosures of Cash Flow Information

     During the nine months ended  September 30, 1999 and 1998, the Company paid
interest  totaling  $834,210 and $42,760,  respectively  and taxes totaling
$148,300 and $2,400, respectively.

6.       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 a brokerage fee for locating  assets for the Company,  provided that the
aggregate  purchase  price  including  chargeable   acquisition  costs  and  any
brokerage  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,  brokerage 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  nine  months of 1999,  the  Company
recognized as expense  $756,290 of management fees payable to JMC. In connection
with the purchases of aircraft during the first nine months of 1999, the Company
paid JMC a total of $780,100 in brokerage  fees. No  remarketing  fees have been
paid to JMC during 1999.

         In March 1998, the Company acquired an aircraft on lease using cash and
a loan in the amount of $866,700 from an affiliate.  The Company paid $42,760 of
interest through August 1998, when the loan was repaid.

         Certain  employees of JMC  participate in an employee  stock  incentive
plan which  granted  options to  purchase  shares of the  Company  held by JMC's
parent, JHC. As of September 30, 1999, 2,833 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  positive  effect on net income of the  purchase  of  additional
aircraft;  the  adequacy of the  Company's  cash flow to meet  increases  in its
credit line interest rate; the Company's ability to meet its ongoing operational
cash flow needs;  the Company's  ability to reduce the  "off-lease"  time for an
asset by monitoring and immediate marketing  responses;  the Company's intention
to use proceeds of its credit line to acquire  additional  assets; the Company's
intention and ability to increase its credit facility;  the stability of the air
transport  industry  and asset sale and lease  prices;  the  supply of  suitable
transaction  opportunities for the Company;  the Company's ability to reduce the
impact of an industry  downturn through proper asset and lessee  selection;  the
Company's ability to obtain credit enhancement for its lessees,  such as letters
of credit or third party  guaranties;  and the  Company's  exposure to loss as a
result of Year 2000 issues are  forward  looking  statements.  While the Company
believes that such statements are accurate,  the Company's business is dependent
upon many factors,  including general economic  conditions,  particularly  those
that affect the demand for the lease and/or  purchase of turboprop  aircraft and
engines,  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  $4,904,680  and  $2,757,800  and net  income of
$1,100,910  and $907,400 for the nine months ended  September 30, 1999 and 1998,
respectively,  and  revenues  of  $1,921,090  and  $1,061,500  and net income of
$363,680  and  $380,400  for the  quarters  ended  September  30, 1999 and 1998,
respectively.

Rent income was  approximately  $2,170,000  and  $1,010,000  higher for the nine
month and three  month  periods  in 1999  versus  1998 due to the  purchases  of
additional  aircraft  on lease  during  the  second  half of 1998 and first nine
months of 1999,  which  increases  are only  partially  offset by the  off-lease
status of S/N 72 beginning in April 1999.

Management fees were approximately  $369,000 and $177,000 higher,  respectively,
in the nine month and three month  periods of 1999  versus  1998  because of the
aircraft  acquisitions  noted above.  Such  acquisitions had a similar effect on
depreciation,  which was approximately $600,000 and $290,000 higher for the nine
and three month periods of 1999 versus 1998.

Interest expense was approximately  $831,000 and $408,000 higher,  respectively,
in the nine  month and three  month  periods  of 1999 than in 1998  because  the
Company's  credit  facility  was not used  until  the  fourth  quarter  of 1998.
Professional fees and general administrative expense were approximately $169,000
and $76,000 higher in the nine months and three months ended  September 30, 1999
primarily due to an increase in legal expenses  associated  with  increasing the
Company's credit facility.

The Company signed an agreement during July 1999 to increase its credit facility
to $30 million.  Using a portion of the increased credit  facility,  the Company
purchased  six  additional  aircraft and one  turboprop  engine during the third
quarter of 1999. The Company  anticipates  the impact of these  acquisitions  on
earnings will be fully reflected in the fourth quarter of 1999. The magnitude of
the impact from these  acquisitions  on future  results  will depend on interest
rate  fluctuations  and lease rates  obtained  after  expiration  of the current
leases.



<PAGE>



Liquidity and Capital Resources

The Company is currently  financing its asset growth through  borrowings secured
by its lease  portfolio  and excess  cash flow.  The  Company  has a $30 million
credit  facility which expires on June 30, 2000 and which is renewable  annually
thereafter.  The facility bears interest at either prime or LIBOR plus 200 basis
points,  at the  Company's  option.  As of September 30, 1999,  $27,990,000  was
outstanding under the credit facility and interest of $99,460 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 mid-July  and again in late August 1999.  The majority of the
Company's borrowings are financed using one-month or six-month LIBOR rates, both
of which have increased  modestly 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  studied  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.  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.  The Company has elected
not to enter into an interest rate hedge transaction at this time.

It is the Company's  policy to monitor  lessees'  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 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 lease for S/N 576 has been extended  through  August 31, 2000. The
Company's  other  aircraft are subject to leases with varying  expiration  dates
between April 30, 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's cash flow from  operations for the nine months ended September 30,
1999 versus the same period in 1998 increased by approximately $57,000. Although
the Company  acquired  several aircraft during the second half of 1998 and first
nine  months  of  1999  which  resulted  in  increased  net  income  and  higher
depreciation  expense in 1999, the positive effect of these changes on cash flow
were almost  entirely  offset by an increase in accounts  receivable and prepaid
expenses and a decrease in the amount of maintenance  reserves and accrued costs
during 1999 versus 1998.  Accounts  receivable  at September  30, 1999  includes
maintenance  reserves  for  August and  September  1999 for  aircraft  which the
Company  purchased  subsequent  to  September  30,  1998.  Prepaid  expenses  at
September 30, 1999 include amounts paid in connection with the Company's  credit
facility which did not exist until June 30, 1998.

Specifically,  the Company's cash flow from operations for the nine months ended
September  30,  1999  consisted  of net  income of  $1,100,910  and  adjustments
consisting  primarily  of  depreciation  of  $1,113,770,  increases  in accounts
receivable,  prepaid expenses and deposits of $147,460, $271,390 and $1,883,450,
respectively,  increases in accounts and taxes payable of $283,820 and $321,790,
respectively,  an  increase  in prepaid  rent of  $113,670,  a net  increase  in
deferred taxes of $153,650,  an increase of $1,029,650 in security  deposits and
an increase of $623,530 in maintenance reserves collected from lessees.

The Company's cash flow from  operations for the nine months ended September 30,
1998 consisted of net income of $907,400 and adjustments consisting primarily of
depreciation of $513,400, increases in accounts receivable, prepaid expenses and
deposits of $53,800, $104,000 and $919,600, respectively, a decrease in accounts
payable of $146,800,  an increase in prepaid rent of $116,100, a net increase in
deferred taxes of $349,100,  and an increase of $1,699,100 in security  deposits
and maintenance reserves collected from lessees.

The increase in cash flow provided by financing  activities  and the decrease in
cash  flow used by  investing  activities  were  both a result of the  Company's
borrowings on its credit facility to purchase additional aircraft.  As mentioned
above,  the Company did not use its credit  facility until the fourth quarter of
1998.

Factors that May Affect Future Results

Risks of Debt  Financing.  The Company's use of acquisition  financing under its
revolving  credit  agreement  will  subject  the Company to  increased  risks of
leveraging.  The revolving loans are secured by the Company's existing assets as
well as the assets to be acquired  with the  financing.  Any  default  under the
revolving  credit  agreement 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 the revolving  loans from proceeds of subsequent  term
debt or equity financings.  Such replacement financing would provide the Company
with more favorable  long-term repayment terms and also would permit the Company
to make  further  draws under the  revolving  credit line 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  line of
credit.

The revolving  line of credit has an initial term of two years  expiring in June
2000,  and  is  renewable  at  the  sole   discretion  of  the  Lender  and  its
participants,  if any.  There is no  assurance  that the line of credit  will be
renewed.   If  the  revolving  loan  is  not  renewed  by  the  Lender  and  its
participants,  then all  indebtedness  under the revolving  loan  agreement will
become due and payable on June 30, 2000.  There is no assurance that the Company
will  have  adequate  replacement  financing  in place  in  order  to meet  such
accelerated repayment obligations.

All of the  Company's  current  credit  line  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 line of credit  would  increase and could result in lower net revenues
for the Company.

Expansion or  Repayment  of Credit Line.  The Company has used nearly all of its
revolving  credit  facility  to acquire  additional  assets  for the  purpose of
generating  income for the Company.  The Company is seeking,  and its banks have
expressed  an  interest  in, an  increase  in its credit  facility.  There is no
assurance such increase will be received. If such increase is not received,  the
Company will need to refinance a portion of its existing  revolving  credit line
debt before it can make further draws on the line; however,  the Company has not
yet entered into any such arrangement. Even if an increase in the credit line is
received,  there is no  assurance  that the  Company  will be able to expend the
entire net financing  proceeds on the acquisition of additional  assets on terms
favorable to 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,  however,  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 pursuant to a
Management  Agreement  between JMC and the Company  which has 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 does, however, have ultimate
control and supervisory  responsibility over all aspects of the Company and does
owe 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
re-lease 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 his obligations under a lease, the
Company may be limited in its ability to enforce remedies. Most of the Company's
lessees are small domestic and foreign 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  may  focus in the near  term 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 engine 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 domestic U.S. economy is not. A foreign  economic  downturn may occur
and 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  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 makes 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 substantially decline.

Competition.  The aircraft leasing industry is highly  competitive.  The Company
will  compete  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 its experience and operational  efficiency in
financing  the  transaction  types  desired by the 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  that of the  major air  carriers,  is not well  served by the
Company's  larger  competitors  in the aircraft  industry.  JMC, the  management
company for the Company,  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 will involve 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.  The recent  introduction  of  "regional  jets" to serve on short  routes
previously  thought to be economical only for turboprop aircraft operation could
decrease the demand for turboprop  aircraft,  while at the same  increasing  the
supply of used  turboprop  aircraft.  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 will be 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.  This market segment is also  characterized  by low entry
costs,  and thus,  there is strong  competition  in this  industry  segment from
start-ups as well as major airlines. Thus, 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  will  evaluate  the
credit risk of each lessee  carefully,  and will  attempt 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 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.

Year 2000 Considerations. Because all administrative and management functions of
the Company are carried out by its management company,  JMC, JMC's readiness for
Year 2000 will determine the Company's  status.  JMC has reported to the Company
that it has directed its  information  technology  ("IT") manager to require any
software or hardware  purchased for use by management to have a warranty of Year
2000  compliance.  It has also directed its IT manager to study any systems that
may require Year 2000 remediation.

The IT  manager  has  determined  that,  because  JMC's IT  system is based on a
"MacOS" system,  JMC's internal  technology systems are ready for Year 2000, and
there  should  not be any  material  costs  associated  with  such  remediation.
Furthermore, the phone and internet systems have been warranted by their vendors
for Year 2000 compliance.  The Company's internal and administrative  operations
are  not  highly  dependent  on  any  other  advanced  technology  system,  and,
consequently,  management  believes  that the  Company's  exposure  to loss as a
result of Year 2000 issues in its internal and administrative  operations is not
significant.

Management  believes that the electronic systems used in the equipment leased by
the Company to lessees will not be materially affected by the Year 2000 and that
any  remediation  of the  technology  systems  embedded in the aircraft  that it
leases will not be a material  expense to the Company.  The Company has notified
all lessees of the Year 2000 problem and has requested information on the status
of each lessee's study and remediation plans. To date, all lessees have reported
Year 2000  compliance  with respect to the aircraft leased by the Company to the
lessee.  The Company will request Year 2000 compliance  information from any new
additional lessees, if any.

The Company has also been  consulting with all the  manufacturers  of its leased
equipment to confirm Year 2000 compliance, who have all indicated that they have
already notified or will shortly notify all lessee operators of their respective
Year 2000 issues.  Generally,  the type of used turboprop  aircraft owned by the
Company are not highly  dependent upon  date-sensitive  electronics,  unless the
lessee has added upgraded  electronics to the aircraft.  In any event, since the
Company's leases  generally place all maintenance and repair  obligations on the
lessees, to the extent that the aircraft are on lease when the Year 2000 problem
is  identified,  it  would  generally  be the  lessee's  and not  the  Company's
responsibility  to remediate  any Year 2000 problem with the leased  aircraft or
additional upgraded electronics.

To the extent that a lessee has Year 2000 problems that significantly  adversely
affect its overall  financial  status,  such  material  problems  may affect the
lessee's operations and increase the risk of default by a lessee under its lease
with the Company.  The Company has also inquired with its lessees regarding Year
2000 compliance of its  administrative  and operational  activities.  It appears
responding  lessees are  generally  aware of the Year 2000 issue and have either
completed a plan or are in progress  toward  Year 2000  compliance.  There is no
assurance  that their  compliance  plans will be  successful,  however,  and the
Company is not independently  verifying any information provided by its lessees.
The Company continues to monitor its current lessees and each additional lessee.

Year 2000 issues may have a material impact on FAA operations and the operations
of certain air  carriers,  which in turn would  negatively  affect the  aircraft
industry in general.  This, of course,  may affect the business of the Company's
existing and potential lessees, and in turn, the Company.

The essential  functions of JMC and the Company are not  dependent  upon any key
third  party  vendors or  service  providers  related to the  leasing or finance
business, and consequently, the interruption of goods and services from any such
industry-specific  third party vendor or service  provider to JMC or the Company
is not likely to cause a material loss to the Company.  Of course, the Company's
ordinary  business  operation  is dependent  upon  vendors  that  provide  basic
services to  businesses  generally,  such as utility  companies,  phone and long
distance  companies,  courier  services and banking  institutions.  The Company,
through its  management  and JMC, is monitoring  the Year 2000 readiness of such
providers.  Management believes that a temporary interruption in services to the
Company by these types of service  providers  caused by Year 2000 problems would
not cause material  losses to the Company.  An extended loss of these  services,
however,   could   adversely   affect  the  Company's   business  and  financial
performance. The Company has not made any contingency plans for the extended
loss of these basic services.

The Company has not  incurred  and does not  anticipate  any  significant  costs
related to the Year 2000 issue.


<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 November 12, 1999.


                                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
November 12, 1999.

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




/s/ Marc J. Anderson         Director, Chief Operating Officer,
--------------------------   Senior Vice President
Marc J. Anderson