UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
AEROCENTURY CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
007737109
(CUSIP Number)
12/31/98
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
___________________
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act however, see the
Notes).
1. NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
PINE CAPITAL MANAGEMENT, INC.
94-3146402
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
353 SACRAMENTO ST., 10TH FLR.
SAN FRANCISCO, CA 94111
5. SOLE VOTING POWER
0 shares
6. SHARED VOTING POWER
0 shares
7. SOLE DISPOSITIVE POWER
190,700 shares
8. SHARED DISPOSITIVE POWER
0 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
190,700 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.87%
12. TYPE OF REPORTING PERSON
IA
1. NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
HOEFER & ARNETT INCORPORATED
94-2831518
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X]
3. SEC USE ONLY
4. CITZENSHIP OR PLACE OF ORGANIZATION
353 SACRAMENTO ST., 10TH FLR.
SAN FRANCISCO, CA 94111
5. SOLE VOTING POWER
0 shares
6. SHARED VOTING POWER
0 shares
7. SOLE DISPOSITIVE POWER
2,000 shares
8. SHARED DISPOSITIVE POWER
0 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.12%
12. TYPE OF REPORTING PERSON
BD
This Schedule 13G, dated January 11, 1999, of Pine Capital
Management Incorporated and Hoefer & Arnett, Incorporated relates
to the shares of Common Stock of AeroCentury Corp.
Item 1(a). Name of Issuer:
Aerocentury Corp.
Item 1(b). Address of Issuer's Principal Executive Offices:
1440 Chapin Ave., Suite 310, Burlingame, CA 94010
Item 2(a). Name of Person Filing:
(a) Pine Capital Management, Inc.
(b) Hoefer & Arnett Incorporated
Item 2(b). Address of Principal Business Offices or, if none,
Residence:
(a) 353 Sacramento St., 10th Fl., San Francisco, CA 94111
(b) 353 Sacramento St., 10th Fl., San Francisco, CA 94111
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
007737109
Item 3. If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing
is a:
(a) [X] Broker or dealer registered under Section 15 of
the Securities Exchange of 1934 (the "Act").
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19)
of the Act.
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act of 1940.
(e) [X] An investment advisor in accordance with
240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act of 1940.
(j) [ ] Group, in accordance with 240.13d-
1(b)(1)(ii)(J).
See Item 6.
If this statement is filed pursuant to 240.13d-1(c), check
this box [ ].
Item 4. Ownership:
(a) Amount beneficially owned: 192,700 shares
(b) Percent of class: 12%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
shares
(ii) Shared power to vote or to direct the vote: 0
shares
(iii) Sole power to dispose or to direct the
disposition of: 192,700 shares
(iv) Shared power to dispose or direct the disposition
of: 0 shares
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person
The securities as to which this Schedule 13G is filed by
Pine Capital Management Incorporated, in its capacity as
investment advisor, and Hoefer & Arnett, Incorporated, in its
capacity as broker, are held for the accounts of clients of Pine
Capital Management Incorporated and Hoefer & Arnett Incorporated.
Pine Capital Management Incorporated holds such shares in a
fiduciary capacity. Clients of Pine Capital Management
Incorporated and Hoefer & Arnett Incorporated have the right to
receive, or the power to direct the receipt of, dividends from,
or the proceeds from the sale of, such securities. No such
client is known to have such right or power with respect to more
than five percent of this class of securities. Hoefer & Arnett
Incorporated does not have the power to vote, or to direct the
voting of, such securities held by it in its capacity as broker.
Pine Capital Management Incorporated and Hoefer & Arnett
Incorporated are "affiliates" within the meaning of 17 C.F.R.
240.12b-2.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of
the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of such
securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purposes
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
PINE CAPITAL MANAGEMENT INCORPORATED
Date: January 9, 1999 By: /s/ Kevin Daly
Kevin Daly, Secretary
HOEFER & ARNETT INCORPORATED
Date: January 9, 1999 By: /s/ Philip Economopoulos
Philip Economopoulos,
Secretary
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the
joint filing with each other of the attached statement on
Schedule 13G and all amendments to such statement and that such
statement and all amendments to such statement is made on behalf
of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement
this 9th day of January, 1999.
PINE CAPITAL MANAGEMENT INCORPORATED
Date: January 9, 1999 By: /s/ Kevin Daly
Kevin Daly, President
HOEFER & ARNETT INCORPORATED
Date: January 9, 1999 By: /s/ Philip Economopoulos
Philip Economopoulos,
Secretary
Cusip No. 007737109 SCHEDULE 13G Page 3 of 8
