SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
           PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

        Date of Report (Date of earliest event reported): August 7, 2002

                               AEROCENTURY CORP.
             (Exact name of Registrant as specified in its charter)

DELAWARE                                                  94-3263974
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


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

                                  650-340-1888
               (Registrant's telephone number including area code)

                                 Not applicable
         (Former name and former address. if changed since last report)






 Item 4. Changes in Registrant's Certified Accountant

     Due to the  conviction  of Arthur  Andersen  LLP ("AA") of  obstruction  of
     justice charges, AA has indicated that it is unable to perform future audit
     services  for the  Company,  and the Company and AA have  terminated  their
     relationship.  The  Company  is in  the  process  of  entering  into  a new
     engagement with a new auditing firm and is in the client  approval  process
     with  the new  firm.  Once  the  appproval  process  is  completed,  and an
     engagement  letter is executed,  the Company will  disclose the identity of
     the new auditors.


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereto duly authorized.

 Date: August 7, 2002

 AEROCENTURY CORP.

 By: /s/ Neal D. Crispin

 Neal D. Crispin,
 Chairman of the Board and President