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, 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  November  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
<TABLE>

                                AeroCentury Corp.
                           Consolidated Balance Sheet


                                     ASSETS

<S>                                                                               <C>
                                                                                    September 30,
                                                                                        2000

Assets:
     Cash and cash equivalents                                                    $     2,005,750
     Deposits                                                                           7,412,700
     Accounts receivable                                                                  976,160
     Aircraft and aircraft engines on operating leases,
        net of accumulated depreciation of $19,373,130                                 65,370,210
     Prepaid expenses and other                                                           591,580
                                                                                  ---------------

Total assets                                                                      $    76,356,400
                                                                                  ===============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
     Accounts payable and accrued expenses                                        $     1,379,790
     Notes payable and accrued interest                                                45,493,500
     Maintenance reserves and accrued costs                                             6,278,050
     Security deposits                                                                  1,870,770
     Prepaid rent                                                                         413,800
     Deferred taxes                                                                     3,982,270
                                                                                  ---------------

Total liabilities                                                                      59,418,180
                                                                                  ---------------

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                                                                  3,619,480
                                                                                  ---------------
                                                                                       17,442,290
     Treasury stock at cost, 63,300 shares                                              (504,070)
                                                                                  ---------------
Total shareholders' equity                                                             16,938,220
                                                                                  ---------------


Total liabilities and shareholders' equity                                        $    76,356,400
                                                                                  ===============


The accompanying notes are an integral part of this statement.
</TABLE>


<PAGE>



                                AeroCentury Corp.
                      Consolidated Statements of Operations


<TABLE>
<CAPTION>


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

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

Revenues:

     Rent income                        $     8,065,660     $     4,709,870     $     2,849,060    $      1,874,600
     Other income                               304,220             194,810             120,600              46,490
                                        ---------------     ---------------     ---------------    ----------------

                                              8,369,880           4,904,680           2,969,660           1,921,090
                                        ---------------     ---------------     ---------------    ----------------
Expenses:

     Management fees                          1,262,650             801,820             435,930             322,120
     Depreciation                             1,961,510           1,113,770             679,400             465,550
     Interest                                 2,388,840             893,890             892,150             436,840
     Maintenance                                110,000                   -             110,000                   -
     Professional fees and
       general and administrative               426,980             397,610             112,630             144,750
                                        ---------------     ---------------     ---------------    ----------------

                                              6,149,980           3,207,090           2,230,110           1,369,260
                                        ---------------     ---------------     ---------------    ----------------

Income before taxes                           2,219,900           1,697,590             739,550             551,830

Tax provision                                   773,020             596,680             251,190             188,150
                                        ---------------     ---------------     ---------------    ----------------

Net income                              $     1,446,880     $     1,100,910     $       488,360    $        363.680
                                        ===============     ===============     ===============    ================

Weighted average common
   shares outstanding                         1,543,257           1,570,444           1,543,257           1,549,761
                                        ===============     ===============     ===============    ================

Basic earnings per share                $          0.94     $          0.70     $          0.32    $           0.23
                                        ===============     ===============     ===============    ================



The accompanying notes are an integral part of this statement.

</TABLE>




<PAGE>



                                AeroCentury Corp.
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                       For the Nine Months Ended September 30,
<S>                                                                  <C>                       <C>
                                                                             2000                    1999
                                                                             ----                    ----

Net cash provided by operating activities                            $     3,666,180           $     2,498,170

Investing activities:
   Purchase of aircraft and aircraft engines                            (11,477,780)              (23,562,000)
                                                                     ---------------           ---------------
Net cash used by investing activities                                   (11,477,780)              (23,562,000)

Financing activities:
   Issuance of notes payable                                               9,885,000                21,590,000
   Repayment of notes payable                                            (1,319,380)                         -
   Purchase of treasury stock                                                      -                 (425,880)
                                                                     ---------------           ---------------
Net cash provided by financing activities                                  8,565,620                21,164,120

Net increase in cash and cash equivalents                                    754,020                   100,290

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

Cash and cash equivalents, end of period                             $     2,005,750           $     1,952,300
                                                                     ===============           ===============




The accompanying notes are an integral part of this statement.
</TABLE>


<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                               September 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 and August 2000,  AeroCentury  Corp.  formed two
wholly-owned  subsidiaries,  AeroCentury Investments LLC ("AeroCentury LLC") and
AeroCentury  Investments II LLC  ("AeroCentury II LLC"),  respectively,  for the
purpose of acquiring  aircraft  using a combination  of cash and bank  financing
separate from  AeroCentury  Corp.'s credit facility.  Financial  information for
AeroCentury,   AeroCentury  LLC  and  AeroCentury  II  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 September 30, 2000 and statements of
operations  and cash flows for the three months and nine months ended  September
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  that  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 nine months ended  September 30, 2000 and 1999,  the
Company purchased no shares and 54,100 shares,  respectively.  Since adoption of
the plan, the Company has purchased 63,300 shares.

<PAGE>

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

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

1.       Organization and Capitalization (continued)

         As  discussed  above,  AeroCentury  is the sole  member and  manager of
AeroCentury LLC and AeroCentury II LLC.

(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  September  30,  2000,   the  Company  held  security   deposits  of
$1,870,770,  refundable maintenance reserves received from lessees of $3,244,910
and non-refundable maintenance reserves of $2,297,020.

         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



<PAGE>



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

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

(f)      Maintenance Reserves and Accrued Costs (continued)

costs for work to be  performed as a result of hours  flown.  At  September  30,
2000, the Company had accrued costs of approximately  $434,000 related to two 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)      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 nine
months ended September 30, 2000 and 1999.

2.       Aircraft and Aircraft Engines On Operating Leases

         At September 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, 26 turboprop engines, one of which is held in
inventory as a spare and is not subject to a lease or to depreciation, and three
deHavilland DHC-8 aircraft.  The Company acquired the deHavilland DHC-8 aircraft
during the third quarter of 2000.

         The lease for one of the  Company's  DHC-7  aircraft  expired  in April
1999.  During  September  2000, the Company  entered into a new lease  agreement
effective upon the lessee's acceptance of the aircraft,  which is anticipated to
be in November 2000.

         The lease for one of the Company's Metro III aircraft was extended from
August 31, 2000 until such time as the  aircraft  was  returned  pursuant to the
conditions  set forth in the lease which  occurred in October  2000. In November
2000, the Company sold the aircraft and recognized a gain on the transaction.



<PAGE>




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

2.       Aircraft and Aircraft Engines On Operating Leases (continued)

         On February 24, 2000, the lessee of one of the Company's  Shorts SD-360
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. During
September 2000, the Company accrued  $110,000 of maintenance  costs in excess of
reserves collected related to repairs performed.  In addition, 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.

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 September  30, 2000,  the
Company was in  compliance  with all such  covenants.  As of September 30, 2000,
$33,685,000 was outstanding  under the credit facility,  and interest of $47,610
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  September  30,  2000 was
$8,223,630. A similar financing was concluded in September 2000, consisting of a
note in the amount of $3,575,000, due April 18, 2003, which bears fixed interest
at 8.36%  for the  acquisition  of one  aircraft.  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 September  30, 2000 was
$3,527,430 and interest of $9,830 was accrued.


<PAGE>



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

4.       Income Taxes

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

                                                                            For the Nine Months Ended September 30,
<S>                                                                          <C>                 <C>
                                                                                    2000                1999
                                                                                    ----                ----
         Current tax provision:
              Federal                                                        $         61,050    $       435,950
              State                                                                    14,530             21,080
              Foreign                                                                 118,750                  -
                                                                             ----------------    ---------------

              Current tax provision                                                   194,330            457,030
                                                                             ----------------    ---------------

         Deferred tax provision:
              Federal                                                                 573,470            136,870
              State                                                                     5,220              2,770
                                                                             ----------------    ---------------

              Deferred tax provision                                                  578,690            139,640
                                                                             ----------------    ---------------

         Total provision for income taxes                                    $        773,020    $       596,670
                                                                             ================    ===============
</TABLE>
<TABLE>

         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:
<CAPTION>

                                                                            For the Nine Months Ended September 30,
<S>                                                                          <C>                 <C>
                                                                                    2000                1999
                                                                                    ----                ----
         Income tax expense at
               statutory federal income tax rate                             $        754,770    $       577,330
         State taxes net of federal benefit                                            20,760             27,890
         Tax rate differences                                                          (2,510)            (8,550)
                                                                             ----------------    ---------------

         Total income tax expense                                            $        773,020    $       596,670
                                                                             ================    ===============

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

         Temporary differences and carryforwards that gave rise to a significant
portion of deferred tax assets and  liabilities  as of September 30, 2000 are as
follows:
<S>                                                                          <C>
         Deferred tax assets:
              Amortization of organizational costs                           $        34,700
              Maintenance reserves                                                   584,840
              Prepaid rent                                                           144,550
              Deferred maintenance                                                    84,300
                                                                             ---------------
                  Net deferred tax assets                                            848,390
         Deferred tax liabilities:
              Depreciation on aircraft and engines                                (4,515,080)
              Other                                                                 (315,580)
                                                                             ----------------

                  Net deferred tax liabilities                               $    (3,982,270)
                                                                             ================

         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.
</TABLE>

<PAGE>

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

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 nine  months of 2000 and 1999,  the
Company  recognized  as  expense  $1,262,650  and  $801,820,   respectively,  of
management  fees payable to JMC. In  connection  with the  purchases of aircraft
during the first nine months of 2000 and 1999,  the  Company  accrued a total of
$371,300 and $780,100,  respectively, in acquisition fees, which are included in
the  capitalized  cost of the  aircraft.  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
September 30, 2000, 8,833 such options had been exercised.

6.       Subsequent Events

         In November 2000,  the lessee of three of the Company's  DHC-7 aircraft
purchased two of them pursuant to a purchase option contained in the leases. The
Company realized a gain on the transaction and used a portion of the proceeds to
pay down the Company's  revolving line of credit.  The lease for the third DHC-7
aircraft has been extended  from  September 30 to the later of December 31, 2000
or when its pre-return inspection,  currently being performed,  is completed and
the  aircraft  is  accepted  by the  Company.  The  Company is seeking  re-lease
opportunities for this aircraft.

         The lease for one of the Company's Metro III aircraft was extended from
August 31, 2000 until such time as the  aircraft  was  returned  pursuant to the
conditions  set forth in the lease which  occurred in October  2000. In November
2000, the Company sold the aircraft and recognized a gain on the transaction.






<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 adequacy of the Company's cash flow to meet
ongoing operational needs,  notwithstanding the lease status of certain aircraft
scheduled  for return in the coming  quarter  and  whether 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  and  aircraft  asset  values  and  demand;   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
credit   enhancements   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 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 which
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  also include those
discussed  below  in the  section  entitled  "Factors  that  May  Affect  Future
Results."

Results of Operations

The  Company  had  revenues  of  $8,369,880  and  $4,904,680  and net  income of
$1,446,880 and $1,100,910 for the nine months ended September 30, 2000 and 1999,
respectively,  and  revenues  of  $2,969,660  and  $1,921,090  and net income of
$488,360  and  $363,680  for the  quarters  ended  September  30, 2000 and 1999,
respectively.

Rent income was approximately $3,355,790 and $974,460 higher, respectively,  for
the nine month and three month  periods in 2000 versus 1999 due to the purchases
of  additional  on-lease  aircraft  during  the  first  nine  months of 1999 and
additional  purchases  during third  quarter  2000,  which  increases  were only
partially  offset by the off-lease status of one of the Company's DHC-7 aircraft
beginning in April 1999.

Management fees were approximately  $460,830 and $113,810 higher,  respectively,
in the nine 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   $847,740   and   $213,850   higher,
respectively,  in the nine month and three  months  periods in 2000 versus 1999,
and interest expense, which was approximately  $1,494,950 and $455,310 higher in
the same  periods  in 2000  than in 1999.  Another  contributing  factor  to the
increase in interest  expense was  somewhat  higher  interest  rates during 2000
compared to 1999. In addition,  during 2000, the Company  accrued  approximately
$110,000 of maintenance costs in excess of reserves  collected related to one of
its aircraft.

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 September
30, 2000,  $33,685,000 was outstanding under the credit facility and interest of
$47,610 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 recent  increases  in the  interest
rates applicable to its credit line obligations.  A sudden, severe and prolonged
increase in such rates, however, could adversely affect the Company's short-term
cash flow by increasing  the Company's  interest  expense.  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,  with some time lag,  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 likelihood of a severe increase in
interest rates,  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 balance of the note
payable at September 30, 2000 was $8,223,630.

A similar financing was concluded in September 2000, consisting of a note in the
amount of  $3,575,000,  due April 18, 2003,  which bears fixed interest at 8.36%
for the  acquisition  of one  aircraft.  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  September  30,  2000 was
$3,527,430 and interest of $9,830 was accrued.

The Company's  primary 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 Company's aircraft are subject to leases
with varying  expiration dates between September 30, 2000 and November 23, 2003.
Two of the three  aircraft  whose leases expired on September 30, 2000 were sold
during  November  2000. The lease for the third DHC-7 aircraft has been extended
from  September  30 to the later of  December  31,  2000 or when its  pre-return
inspection, currently being performed, is completed and the aircraft is accepted
by the Company. The Company is seeking re-lease opportunities for this aircraft.
During September 2000, the lease for one of the Company's Metro III aircraft was
extended  from  August 31,  2000 until such time as the  aircraft  was  returned
pursuant to the conditions set forth in the lease. In November 2000, the Company
sold the aircraft and  recognized a gain on the  transaction.  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.

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.
During  September  2000, the Company  accrued  $110,000 of maintenance  costs in
excess of reserves  collected  related to repairs  performed.  In addition,  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 nine months ended September 30,
2000 versus the same period in 1999 increased by approximately  $1,168,000.  The
increase from year to year was partially  due to the  Company's  acquisition  of
several  aircraft  during the first three  quarters of 1999 and during the third
quarter of 2000 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 prepaid  expenses  and other,  maintenance  reserves  and  accrued
costs,  prepaid rent, and a net increase in deferred  taxes,  which changes were
only partially  offset by the change in deposits,  accounts  payable and accrued
expenses,  accrued interest on notes payable,  and security deposits during 2000
versus 1999.

Specifically,  the Company's cash flow from operations for the nine months ended
September  30,  2000  consisted  of net  income of  $1,446,880  and  adjustments
consisting  primarily  of  depreciation  of  $1,961,510,  increases in deposits,
accounts receivable, and prepaid expenses and other of $1,993,540,  $668,400 and
$232,450,  respectively,  increases  in accounts  payable and accrued  expenses,
maintenance reserves and accrued costs,  security deposits,  prepaid rent, and a
net increase in deferred taxes of $472,820,  $1,888,350,  $85,630,  $118,020 and
$754,400,  respectively, and a decrease of $167,040 in accrued interest on notes
payable.

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 deposits,  accounts receivable, and
prepaid expenses and other of $1,883,450,  $147,460, and $271,390, respectively,
and  increases in accounts  payable and accrued  expenses,  accrued  interest on
notes  payable,  maintenance  reserves  and accrued  costs,  security  deposits,
prepaid  rent,  and a net  increase  in  deferred  taxes of  $605,610,  $59,680,
$623,530, $1,029,650, $113,670, and $153,650, respectively.

The decrease in cash flow used by investing  activities of $12,084,220 from year
to year was because the Company  made fewer  acquisitions  in both  quantity and
total cost  during  the first nine  months of 2000.  The  decrease  in cash flow
provided by financing activities of approximately  $12,598,500 from year to year
was  because  the Company  added a lower  amount of assets  during 2000 and thus
borrowed  less during the period  compared to 1999 while at the same time making
principal  repayments on its indebtedness  during 2000, of which there were none
during 1999.

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 last  year  has seen a  dramatic  rise in the cost of fuel.  Because  of the
current  strong  demand for air  transport,  carriers have been able to pass the
increased  cost on to  passengers,  and this fuel cost increase has not affected
the air carrier  market of the aircraft  industry  generally.  If prices  remain
higher,  however, it could affect values of less fuel-efficient  aircraft in the
Company's  portfolio  of  aircraft,  and begin to weaken  the  aircraft  and air
transport industry generally.

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.

Part II.      Other Information

None.



<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 10, 2000.


                           AEROCENTURY CORP.


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


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