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 March 31, 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  May  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

<CAPTION>

                                     ASSETS

<S>                                                                               <C>
                                                                                      March 31,
                                                                                        2000

Assets:
     Cash and cash equivalents                                                    $     1,960,080
     Deposits                                                                           5,867,950
     Accounts receivable                                                                  475,000
     Aircraft and aircraft engines on operating leases,
        net of accumulated depreciation of $18,052,680                                 55,212,890
     Prepaid expenses and other                                                           331,540
                                                                                  ---------------

Total assets                                                                      $    63,847,460
                                                                                  ===============


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
     Accounts payable and accrued expenses                                        $       495,460
     Notes payable and accrued interest                                                36,762,580
     Maintenance reserves and accrued costs                                             4,947,810
     Security deposits                                                                  1,785,140
     Prepaid rent                                                                         300,000
     Deferred taxes                                                                     3,607,290
                                                                                  ---------------

Total liabilities                                                                      47,898,280

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                                                                  2,630,440
                                                                                  ---------------
                                                                                       16,453,250
     Treasury stock at cost, 63,300 shares                                              (504,070)
                                                                                  ---------------
Total shareholders' equity                                                             15,949,180
                                                                                  ---------------

Total liabilities and shareholders' equity                                        $    63,847,460
                                                                                  ===============

</TABLE>


The accompanying notes are an integral part of this statement.


<PAGE>


<TABLE>

                                AeroCentury Corp.
                      Consolidated Statements of Operations


<CAPTION>


                                                                  For the Three Months Ended March 31,
<S>                                                          <C>                          <C>
                                                                     2000                       1999

Revenues:

     Rent income                                              $     2,604,050             $      1,395,330
     Other income                                                      74,160                       25,190
                                                              ---------------             ----------------

                                                                    2,678,210                    1,420,520
                                                              ---------------             ----------------
Expenses:

     Management fees                                                  415,700                      241,290
     Depreciation                                                     641,060                      306,970
     Interest                                                         745,080                      209,430
     Professional fees and general and administrative                 154,400                      116,040
                                                              ---------------             ----------------

                                                                    1,956,240                      873,730
                                                              ---------------             ----------------

Income before taxes                                                   721,970                      546,790

Tax provision                                                         264,120                      206,470
                                                              ---------------             ----------------

Net income                                                    $       457,850             $        340,320
                                                              ===============             ================

Weighted average common
   shares outstanding                                               1,543,257                    1,592,811
                                                              ===============             ================

Basic earnings per share                                      $          0.30             $           0.21
                                                              ===============             ================

</TABLE>


The accompanying notes are an integral part of this statement.





<PAGE>


<TABLE>

                                AeroCentury Corp.
                      Consolidated Statements of Cash Flows
<CAPTION>

                                                                        For the Three Months Ended March 31,
<S>                                                                  <C>                       <C>

                                                                             2000                  1999

Net cash provided by operating activities                            $     1,050,610           $       862,360

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

Financing activities:
   Issuance of notes payable                                                       -                 6,400,000
   Repayment of notes payable                                              (342,260)
   Purchase of treasury stock                                                      -                  (83,030)
                                                                     ---------------           ---------------
Net cash used/provided by financing activities                             (342,260)                 6,316,970

Net increase/(decrease) in cash and cash equivalents                         708,350                 (420,670)

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

Cash and cash equivalents, end of period                             $     1,960,080           $     1,431,340
                                                                     ===============           ===============


</TABLE>

The accompanying notes are an integral part of this statement.


<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2000

1.       Organization and Summary of Significant Accounting Policies

(a)      Basis of Presentation

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

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

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

         The  accompanying  balance  sheet at March 31, 2000 and  statements  of
operations  and cash flows for the three months ended March 31, 2000 reflect all
adjustments  (consisting of only normal  recurring  accruals)  which are, in the
opinion of the  Company,  necessary  for a fair  presentation  of the  financial
results. The results of such period are not necessarily indicative of results of
operations for a full year.

(b)      Organization and Capitalization

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

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

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

         On October 23, 1998, the Company's  Board of Directors  adopted a stock
repurchase  plan,  granting  management  the authority to purchase up to 100,000
shares of the Company's common stock, in privately negotiated transactions or on
the market, at such price and on such terms and conditions  deemed  satisfactory
to  management.  During the quarters  ended March 31, 2000 and 1999, the Company
purchased 0 shares and 8,600 shares,  respectively.  Since adoption of the plan,
the Company has purchased 63,300 shares.

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



<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2000

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

(c)      Cash and Cash Equivalents/Deposits

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

         At March 31, 2000,  the Company held security  deposits of  $1,785,140,
refundable   maintenance  reserves  received  from  lessees  of  $3,092,130  and
non-refundable maintenance reserves of $990,680.

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

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

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

(d)      Aircraft and Aircraft Engines On Operating Leases

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

(e)      Loan Commitment and Related Fees

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

(f)      Maintenance Reserves and Accrued Costs

         Maintenance  costs under the Company's  triple net leases are generally
the responsibility of the lessees. Maintenance reserves and accrued costs in the
accompanying  balance sheet include  refundable and  non-refundable  maintenance
payments received from lessees.  The Company  periodically  reviews  maintenance
reserves  for  adequacy  in light of the  number of hours  flown,  airworthiness
directives  issued by the manufacturer or government  authority,  and the return
conditions  specified  in the  lease.  As a result  of such  review,  when it is
probable  that the  Company  has  incurred  costs for  maintenance  in excess of
amounts  received from lessees,  the Company accrues its share of costs for work
to be performed as a result of hours flown.  At March 31, 2000,  the Company had
accrued costs of approximately $609,000 related to one of its aircraft.



<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2000

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

(g)      Income Taxes

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

(h)      Revenue Recognition

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

(i)      Use of Estimates

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

(j)      Comprehensive Income

         The  Company  does not have any  comprehensive  income  other  than the
revenue and expense items included in the consolidated  statements of income. As
a result,  comprehensive  income equals net income for the quarters  ended March
31, 2000 and 1999.

2.       Aircraft and Aircraft Engines On Operating Leases

         At March 31, 2000,  the Company  owned four  deHavilland  DHC-7,  three
deHavilland  DHC-6, two Fairchild Metro III, three Shorts SD 3-60, six Fokker 50
aircraft,  two Saab 340A aircraft and 26 turboprop engines, one of which is held
in  inventory as a spare and is not subject to a lease or to  depreciation.  The
Company did not acquire any aircraft during the first quarter of 2000.

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

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




<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2000

3.       Notes Payable and Accrued Interest

         On June 30, 1998 the Company  obtained a $15 million  revolving  credit
facility to acquire  regional  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, to $30 million, then to $35 million on April 1, 1999, July 16,
1999 and February 22, 2000,  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 March 31, 2000,  the Company was in  compliance  with all such
covenants.  As of March 31, 2000,  $27,790,000 was outstanding  under the credit
facility, and interest of $175,850 was accrued, using a combination of prime and
LIBOR rates.

         The Company has been informed  that the agent for the credit  facility,
First Union  National Bank (the "Agent  Bank"),  will not be continuing as agent
and, therefore,  the credit facility will not be renewed when it expires on June
30, 2000. Although the Company has always been and continues to be in compliance
with all covenants  under its credit  facility,  the Agent Bank has decided that
the Company's  long-term profile is not consistent with the Agent Bank's revised
business  focus.  The  Company has signed a  commitment  letter with a new agent
("New Agent Bank") for a new three year  revolving  line of credit  totaling $50
million.  The New Agent Bank will serve as the lead arranger and the agent under
the  proposed  facility.  There are several  conditions  that must be  satisfied
before the facility can be closed,  including negotiation of the credit facility
documents,   completion  of  standard  due  diligence  procedures  and  securing
additional lender participants.

         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 March 31, 2000 was $8,738,180
and interest of $58,550 was accrued.

4.       Income Taxes
<TABLE>

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

                                                                             For the Three Months Ended March 31,
<S>                                                                          <C>                 <C>
                                                                                    2000                1999
         Current tax provision:
              Federal                                                        $         17,810    $       122,020
              State                                                                     3,020             33,470
              Foreign                                                                  39,580                  -
                                                                             ---------------     ---------------

              Current tax provision                                                    60,410            155,490
                                                                             ----------------    ---------------

         Deferred tax provision:
              Federal                                                                191,860              41,850
              State                                                                    11,850              9,130
                                                                             ----------------    ---------------

              Deferred tax provision                                                  203,710             50,980
                                                                             ----------------    ---------------

         Total provision for income taxes                                    $        264,120    $       206,470
                                                                             ================    ===============

</TABLE>


<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2000

4.       Income Taxes (continued)

         Total income tax expense differs from the amount that would be provided
by  applying  the  statutory  federal  income  tax rate to  pretax  earnings  as
illustrated below:
<TABLE>
<CAPTION>
                                                                             For the Three Months Ended March 31,
<S>                                                                          <C>                 <C>
                                                                                    2000                1999
         Income tax expense at
               statutory federal income tax rate                             $        252,890    $       185,910
         State taxes net of federal benefit                                               930             31,900

         Tax rate differences                                                          10,300           (11,340)
                                                                             ----------------    ---------------

         Total income tax expense                                            $        264,120    $       206,470
                                                                             ================    ===============
</TABLE>

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

         Temporary differences and carryforwards that gave rise to a significant
portion  of  deferred  tax assets and  liabilities  as of March 31,  2000 are as
follows:
<TABLE>
<S>                                                                          <C>
         Deferred tax assets:
              Amortization of organizational costs                           $        42,420
              Maintenance reserves                                                   414,290
              Prepaid rent                                                           104,790
              Deferred maintenance                                                    84,300
                                                                             ----------------
                  Net deferred tax assets                                            645,800
         Deferred tax liabilities:
              Depreciation on aircraft and engines                                (3,919,640)
              Other                                                                 (333,450)

                  Net deferred tax liabilities                               $    (3,607,290)
                                                                             ================
</TABLE>

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

5.       Related Party Transactions

         Since the Company has no employees,  the Company's  portfolio of leased
aircraft  assets is managed  and  administered  under the terms of a  management
agreement with JMC. Under this agreement,  JMC receives a monthly management fee
based  on the net  asset  value of the  assets  under  management.  JMC may also
receive an acquisition  fee for locating  assets for the Company,  provided that
the aggregate  purchase price  including  chargeable  acquisition  costs and any
acquisition  fee does not exceed  the fair  market  value of the asset  based on
appraisal,  and a remarketing fee in connection with the sale or re-lease of the
Company's assets. The management fees, acquisition fees and remarketing fees may
not exceed the  customary  and usual fees that would be paid to an  unaffiliated
party for such  services.  During the first three  months of 2000 and 1999,  the
Company recognized as expense $415,700 and $221,920, respectively, of management
fees payable to JMC. In  connection  with the  purchases of aircraft  during the
first  three  months  of 1999,  the  Company  paid JMC a total  of  $244,500  in
acquisition  fees,  which are included in the capitalized  cost of the aircraft.
Because the Company did not acquire any  aircraft  during the first three months
of 2000,  no such fees were paid to JMC.  No  remarketing  fees were paid to JMC
during 2000 or 1999.

         Certain  employees of JMC  participate in an employee  stock  incentive
plan which grants  options to purchase  shares of the Company held by JHC. As of
March 31, 2000, 2,833 such options had been exercised.




<PAGE>



                                AeroCentury Corp.
                   Notes to Consolidated Financial Statements
                                 March 31, 2000

6.       Subsequent Event

         As discussed in Note 3, the Company has signed a commitment letter with
a new agent  bank for a new three year  revolving  line of credit  totaling  $50
million.


<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 Company's obtaining a replacement credit facility from New Agent
Bank;  the adequacy of the Company's  cash flow to meet interest rate  increases
under its credit  line;  the  potential  release of S/N 72; the  adequacy of the
Company's cash flow to meet ongoing  operational  needs,  even if S/N 72 remains
off-lease for an extended  period of time;  the adequacy of the  Company's  cash
flow to meet  ongoing  operational  needs,  if the U.K  lessee of the  30-seater
aircraft pays a reduced rent or returns the aircraft; the anticipated completion
of the credit  facility  with New Agent  Bank by June 30,  2000;  the  Company's
intended  repayment of its credit facility with proceeds of subsequent term debt
or equity  financings;  the  stability of the aircraft  industry;  the supply of
suitable transaction  opportunities for the Company; the use of proper asset and
lessee   selection   to  reduce  the  impact  of   industry   downturns;   JMC's
competitiveness  due to its experience and  operational  efficiency in financing
transaction  types  desired by regional air carriers;  the Company's  ability to
obtain  third  party  guaranties,  letters of credit or other  enhancement  from
future lessees contained in this "Item 2 -- Management's Discussion and Analysis
or Plan of Operation" section are forward-looking statements.  While the Company
believes  that  such  statements  are  accurate,  they  are  dependent  upon the
Company's ability to satisfy the conditions to closing of the replacement credit
facility, general economic conditions, particularly those that affect the demand
for regional aircraft and engines,  including competition for regional and other
aircraft, and future trends and results cannot be predicted with certainty.  The
Company's  actual results could differ  materially  from those discussed in such
forward-looking statements. The cautionary statements made in this Report should
be read as being applicable to all related  forward-looking  statements wherever
they  appear in this  Report.  Factors  that could cause or  contribute  to such
differences  include those discussed below in the section entitled "Factors that
May Affect Future Results."

Results of Operations

The Company had revenues of $2,678,210 and $1,420,520 and net income of $457,850
and $340,320 for the three months ended March 31, 2000 and 1999, respectively.

Rent income was  approximately  $1,209,000  higher for the three month period in
2000 versus 1999 due to the purchases of  additional  on-lease  aircraft  during
1999,  which increases are only partially  offset by the off-lease status of S/N
72 beginning in April 1999.

Management fees were approximately  $174,000 higher in the three month period of
2000  versus  1999  because  of the  aircraft  acquisitions  noted  above.  Such
acquisitions  had a similar  effect  on  depreciation,  which was  approximately
$334,000  higher  in  2000  versus  1999,  and  interest   expense,   which  was
approximately $536,000 higher in 2000 than in 1999.

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 $35 million
credit  facility  which expires on June 30, 2000. The facility bears interest at
either prime or LIBOR plus 200 basis  points,  at the  Company's  option.  As of
March 31,  2000,  $27,790,000  was  outstanding  under the credit  facility  and
interest of $175,850 was accrued,  using a combination of prime and LIBOR rates.
The Company has signed a  commitment  letter with a new agent ("New Agent Bank")
for a new three year  revolving  line of credit  totaling $50  million.  The New
Agent  Bank will serve as the lead  arranger  and the agent  under the  proposed
facility.  There are  several  conditions  that  must be  satisfied  before  the
facility can be closed,  including negotiation of the credit facility documents,
completion of standard due diligence  procedures and securing  additional lender
participants.

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 2000. 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  proposed new facility
will also have LIBOR and prime rate interest  options.  The Company  believes it
has adequate cash flow to meet increases in the interest rates applicable to its
credit line obligations. Any increase in such interest rates is likely to be the
result of increased  prevailing  interest rates.  Increased  prevailing interest
rates  generally  result in higher  lease  rates as well,  and so an increase in
credit line payments may be offset at least  partially by higher revenues on new
leases and renewals of leases. The Company has evaluated whether it is advisable
to enter into an  interest  rate hedge  transaction,  which would act to lock in
current  interest  rates  on  its  credit  line  obligations.  The  Company  has
determined  that such a transaction is not advisable at this time. In making its
decision,  the Company  analyzed  interest  rate  trends,  the ongoing  costs of
maintaining  the hedge and the  magnitude  of the  impact of any  interest  rate
swing.

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

The Company's sole source of revenue is lease rentals  collected from lessees of
its aircraft  assets.  It is the Company's policy to monitor each lessee's needs
in periods before leases are due to expire. If it appears that a lessee will not
be renewing its lease, the Company  immediately  initiates  marketing efforts to
locate a potential  new lessee or purchaser  for the  aircraft.  This  procedure
helps the Company reduce any potential  that an asset will be "off-lease"  for a
significant time. The lease for the Company's  deHavilland Dash-7, serial number
72 ("S/N 72"),  expired in April 1999.  The  Company has been  seeking  re-lease
opportunities  for S/N 72 since the  lessee  provided  notice  that it would not
renew the lease,  and the  Company is  discussing  lease  terms with  interested
parties.  The  Company's  other  aircraft  are  subject to leases  with  varying
expiration dates between 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 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 agreed to begin paying monthly maintenance  reserves based on the hours
flown.  The Company is in the process of  identifying  any unfunded  maintenance
reserves  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, the Company's  revenues 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 rental reduction or off-lease
period if the aircraft is returned.

The  Company's  cash flow from  operations  for the three months ended March 31,
2000 versus the same period in 1999  increased by  approximately  $188,000.  The
increase from year to year was partially  due to the  Company's  acquisition  of
several  aircraft  during 1999 which resulted in increased net income and higher
depreciation  expense in 2000. The change in cash flow from operations from year
to year also  included  the positive  effect of the change in deposits,  prepaid
expenses and other assets, and deferred taxes, which changes were only partially
offset  by the  change  in  accounts  payable  and  accrued  expenses,  security
deposits, and maintenance deposits and accrued costs during 2000 versus 1999.

Specifically, the Company's cash flow from operations for the three months ended
March 31, 2000  consisted of net income of $457,850 and  adjustments  consisting
primarily of  depreciation  of $641,060,  increases in accounts  receivable  and
deposits of $167,240 and $448,790,  respectively,  decreases in accounts payable
and prepaid  expenses of $411,510 and $27,590,  respectively,  a net increase in
deferred taxes of $379,420 and an increase of $558,110 in  maintenance  reserves
collected from lessees.

The  Company's  cash flow from  operations  for the three months ended March 31,
1999 consisted of net income of $340,320 and adjustments consisting primarily of
depreciation of $306,970, increases in accounts receivable, prepaid expenses and
deposits of $150,000,  $27,170 and  $1,156,560,  respectively,  and increases in
accounts  payable of  $376,740,  accrued  interest of $45,640,  prepaid  rent of
$21,990, a net increase in deferred taxes of $42,130,  and increases of $220,500
and  $841,800,  respectively,  in  security  deposits  in  maintenance  reserves
collected from lessees.

The decrease in cash flow used by investing  activities of $7,600,000  from year
to year was a result of the Company not making any acquisitions during the first
quarter of 2000.  The decrease in cash flow provided by financing  activities of
approximately  $6,659,000  from  year  to  year  was  the  result  of  principal
repayments on the Company's  indebtedness,  with no additional  borrowings under
the Company's credit facility.

Factors that May Affect Future Results

Replacement of Credit  Facility.  The revolving  credit  facility has an initial
term of two years expiring in June 2000, and is renewable at the sole discretion
of First Union  National Bank (the "Agent Bank") and its  participants,  if any.
While the other two participating banks indicated their willingness to renew the
credit  facility,  the Agent Bank has  informed  the Company that it will not be
continuing as agent and,  therefore,  the credit facility will not be renewed on
June 30, 2000.  The Company has always been and  continues  to be in  compliance
with all  covenants  under its credit  facility,  but the Agent Bank has decided
that the  Company's  financing  needs are not  consistent  with the Agent Bank's
revised  business focus.  The Company has signed a commitment  letter with a new
agent bank for a new three year revolving  line of credit  totaling $50 million.
The New  Agent  Bank will  serve as the lead  arranger  and the agent  under the
proposed  facility.  There are several  conditions that must be satisfied before
the  facility  can be  closed,  including  negotiation  of the  credit  facility
documents,   completion  of  standard  due  diligence  procedures  and  securing
additional lender  participants.  Although the Company  anticipates that the new
credit  facility  will be completed  before June 30, 2000,  replacing  the First
Union credit facility,  if this does not occur, then all indebtedness  under the
First Union credit facility 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 repayment  obligations.  If the Company is unable to
find  replacement  financing,  the Company may have to  liquidate a  significant
portion of its assets in order to repay the credit facility.

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 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 draws 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.

Expansion of Credit  Facility.  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 a new credit  facility  for a
larger amount than its existing credit  facility.  If an increased amount is not
achieved  under a new credit  facility,  the  Company  will need to  refinance a
portion of its credit facility  indebtedness  before it can draw on the facility
to fund asset acquisitions.

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

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

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

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

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

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

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

International  Risks.  During  1999,  the Company  focused 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.


<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 May 10, 2000.


                                       AEROCENTURY CORP.


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


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

         Signature                     Title


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



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



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