AEROCENTURY CORP
8-K, 1998-05-19
EQUIPMENT RENTAL & LEASING, NEC
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  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): May 18, 1998

                                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, California  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 Certifying Accountant

On May 17, 1998, Arthur Andersen LLP was engaged as the Company's auditors.
                                 
<PAGE>

                                   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, thereunto duly authorized.

                                              AeroCentury Corp.

May 19, 1998                         By: /s/ Neal D. Crispin
Date                                    ------------------------------------ 
                                        Neal D. Crispin, President & 
                                        Chairman of the Board of Directors




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