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): April 28, 2005

                               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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))






Item 1.01:  Entry into a Material Definitive Agreement

The information required by Item 1.01 is set forth in Item 2.01 below, which is
incorporated herein by reference.

Item 2.01:  Completion of Acquisition or Disposition of Assets

On April 28, 2005,  AeroCentury Corp. (the "Company")  completed the acquisition
of two deHavilland  DHC-8-300 aircraft from Wideroe Flyveselskap ASA ("Wideroe")
for  $3,815,000  each,  in cash,  pursuant  to two  Aircraft  Sale and  Purchase
Agreements,  in the form  attached to this report.  The aircraft  will be leased
back to Wideroe pursuant to contemporaneously executed lease agreements. Wideroe
is  a  lessee  of  one  other   aircraft  from  the  Company.   Other  than  the
sale/leaseback transactions and the lease of the other aircraft, there exists no
material  relationship between Wideroe and the Company, its affiliates or any of
the  Company's  directors  and  officers and the terms of the  acquisition  were
negotiated on an arms-length basis.


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:  April 28, 2005

AEROCENTURY CORP.

By: /s/ Toni M. Perazzo

Toni M. Perazzo
Sr. Vice President & Chief Financial Officer