JETFLEET AIRCRAFT L P
15-12G, 1998-02-19
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1
                                   FORM 15
     [As adopted in Release No. 34-20784, March 22, 1984, 49 F.R. 12688]

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 15

Certification and Notice of Termination of Registration under Section 12(g) of 
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under 
          Sections 13 and 15(d) of the Securities Exchange Act of 1934

                            Commission File No.

                                 33-27323

            (Exact name of registrant as specified in its charter)

                           JETFLEET AIRCRAFT, L.P.

         (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive offices)
                                      
                        1440 CHAPIN AVENUE, SUITE 310
                         BURLINGAME, CALIFORNIA 94010
                               (650) 696-3900

                   UNITS OF LIMITED PARTNERSHIP INTEREST
           (Title of each class of securities covered by this Form)
                                      

          (Titles of all other classes of securities for which a duty
            to file reports under section 13(a) or 15(d) remains)


        Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g-4(a)(1)(i)    /X/        Rule 12h-3(b)(1)(ii)     / /
     Rule 12g-4(a)(1)(ii)   / /        Rule 12h-3(b)(2)(i)      / /
     Rule 12g-4(a)(2)(i)    / /        Rule 12h-3(b)(2)(ii)     / /
     Rule 12g-4(a)(2)(ii)   / /        Rule 15d-6               / /
     Rule 12h-3(b)(1)(i)    / /        
                               
Approximate number of holders of record as of the certification or notice 
date:       -0-
     --------------------

        Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of Registrant as specified in charter) has caused this 
certification/notice to be signed on its behalf by the undersigned duly 
authorized person.
                                  

DATE: February 18, 1998               BY: AeroCentury Corp., successor-interest
                                          to JetFleet Aircraft, L.P.
                                          By: /s/ Neal D. Crispin
                                          -------------------------------
                                                  Neal D. Crispin
                                                  President       


Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the
person signing the form shall be typed or printed under the signature.


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