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): December 1, 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
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
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[ ] 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
Item 2.03 Creation of a Direct Financial Obligation

     On December 1, 2005,  a  wholly-owned  special  purose  subsidiary  of the
     Company,  AeroCentury  Investments V, LLC ("Subsidiary LLC") entered into a
     Credit Agreement  ("Agreement") with Landsbanki Islands HF ("Lender").  The
     Agreement  was  entered  into as part of a  $6,400,000  refinancing  of two
     deHavilland DHC-8 aircraft  ("Aircraft")  owned by the Company and on lease
     to  Wideroe  Flyveselskap  AS. The  Aircraft  were  previously  part of the
     collateral base for the Company's  credit facility with National City Bank.
     In connection with the refinancing, National City Bank released its lien on
     the Aircraft,  and the Aircraft and lessor rights were  transferred  to the
     Subsidiary  LLC,  which then granted a first  priority lien in the aircraft
     and assigned the lessor rights to Lender as collateral for Subsidiary LLC's
     debt  obligations  under  the  Agreement.  The  Company  also  pledged  its
     membership  interest  in  the  Subsidiary  LLC as  security  for  the  debt
     obligation.  Net  proceeds  of the  $6,4000,000  loan  were  used to  repay
     $5,000,000 of indebtedness  under the National City Bank facility,  and the
     remaining amount will be used by AeroCentury Corp. for working capital.


Item 9.01 Exhibit and Financial Statements

     The Exhibit is being furnished with this Form 8-K

     Exhibit  10.1      Form of Credit Agreement

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: December 1, 2005

AEROCENTURY CORP.

By: /s/ Toni M. Perazzo

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