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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AEROCENTURY CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
007737109
(CUSIP Number)
December 31, 1999
(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 on 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
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CUSIP No. 007737109 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pine Capital Management, Incorporated 94-3146402
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/x/
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0 Shares
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0 Shares
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 183,300 Shares
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8 SHARED DISPOSITIVE POWER
0 Shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,300 Shares
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4%
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12 TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. 007737109 13G Page 3 of 6 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hoefer & Arnett, Inc. 94-2831518
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/x/
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 5 SOLE VOTING POWER
SHARES 0 Shares
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0 Shares
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 4,300 Shares
---------------------------------------
8 SHARED DISPOSITIVE POWER
0 Shares
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,300 Shares
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
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12 TYPE OF REPORTING PERSON (See Instructions)
BD
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CUSIP No. 007737109 13G Page 4 of 6 Pages
ITEM 1.
(a) The name of the issuer is Aerocentury Corp.. (the "Issuer").
(b) The principal executive office of the Issuer is located at 1440
Chapin Avenue., Suite 310 Burlingame, CA 94010.
ITEM 2.
(a) The names of the persons filing this statement are Pine Capital
Management, Incorporated ("Pine") and Hoefer & Arnett, Inc. ("Hoefer &
Arnett") (collectively, the "Filers").
(b) The principal business office of the Filers is located at 353
Sacramento Street, 10th Floor, San Francisco, California 94111.
(c) See Item 4 of the cover sheet for each Filer.
(d) This statement relates to shares of common stock of the Issuer
(the "Stock").
(e) The CUSIP number of the Stock is 007737109
ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) ___ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ___ An investment adviser 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 (12 U.S.C. 1813).
(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 (15 U.S.C. 80a-3).
(j) _x_ Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
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CUSIP No. 007737109 13G Page 5 of 6 Pages
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 187,600 Shares
(b) Percent of class: 11.7%
(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:
183,300 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 Stock is held for the accounts for clients of Pine, a registered
investment adviser, and Hoefer & Arnett, a registered broker-dealer. Pine
holds the Stock in a fiduciary capacity and Hoefer & Arnett holds the Stock
pursuant to discretionary authority. Clients of Pine and Hoefer & Arnett
have the right to receive, or the power to direct the receipt of, dividends
from, or the proceeds from the sale of, the Stock. No client is known to
have such right or power with respect to more than five percent of the
outstanding Stock. Hoefer & Arnett does not have the power to vote, or to
direct the voting of, the Stock held by it in its capacity as broker. Pine
and Hoefer & Arnett are `affiliates' within the meaning of 17 C.F.R Section
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.
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CUSIP No. 007737109 13G Page 6 of 6 Pages
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 the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose 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
Dated: February 14, 2000 By:/s/ Philip Economopoulos
Philip Economopoulos
President
HOEFER & ARNETT, INC.
Dated: February 14, 2000 By:/s/ Philip Economopoulos
Philip Economopoulos
Secretary
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