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): June 30, 2004
                               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)






 Items 5, 6. Other Events; Resignation of Registrant's Director

     Effective  June 30,  2004,  Maurice J.  Averay  resigned  from the Board of
Directors  of  AeroCentury  Corp for  health  reasons.  The Board of  Directors,
including all of the independent  members of the Board of Directors,  have voted
unanimously to appoint Thomas G. Hiniker, to the vacancy created by Mr. Averay's
resignation.

     Mr.  Hiniker  is  President  and  Chairman  of  AIRFUND   Corporation,   an
international  aircraft  lessor and  marketing  agency he  founded in 1984.  His
career  spans forty years in the aviation  industry  and  includes  positions at
General  Electric  Company,  Bankers  Leasing Group and Arlington  Leasing.  His
educational  background includes a bachelor's degree in nuclear physics from the
University  of  Minnesota  and a masters in business  administration  from Union
College.  He is also a member of the  Board of  Directors  of the  International
Society of Transport Aircraft Traders (ISTAT).


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: June 30, 2004

AEROCENTURY CORP.

By: /s/ Neal D. Crispin

Neal D. Crispin,
Chairman of the Board and President