SecProbe.io

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<TYPE>CORRESP
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<FILENAME>filename1.txt
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VIA EDGAR

July 21, 2005

Nili Shah
Branch Chief
Securities and Exchange Commission
Washington, DC  20549-0510
Mail Stop 0510

         Re:      AeroCentury Corp.
                  Form 10-KSB for fiscal year ended 12/31/2004 filed 3/11/2005
                  Form 10-QSB for quarter ended 3/31/2005 filed 5/12/2005
                  File No. 1-13387

Dear Branch Chief Shah:

This letter summarizes the further changes to our proposed amendments to the
above-referenced filings set forth initially in our letter to you dated June 30,
2005 ("Original Response Letter"). These further changes, all relating to Note
1(f) to the Financial Statements, were discussed with examiners Tracey McCoy and
June Baker in phone conversations subsequent to the filing of the Original
Response Letter, the last of which occurred on July 19, 2005. Upon your
clearance of these changes, we will incorporate the amendments proposed in our
Original Response Letter, revised as described below, into an amended Form
10-KSB for the 2004 fiscal year, as well as an amended 10-QSB for the first
quarter of 2005.

         Note 1(f). We propose that the third and fourth paragraph (including
the Schedule required pursuant to Rule 12-09) shall read in its entirety as
follows:

         Non-refundable maintenance reserves received by the Company are
         accounted for as a liability which is reduced when maintenance work is
         performed during the lease. At lease end, after maintenance has been
         performed in connection with the return conditions under the lease, the
         Company evaluates the adequacy of the remaining reserves for additional
         maintenance to be performed. At that time, any excess is recorded as
         income. When an aircraft is sold, any remaining non-refundable
         maintenance reserves are recorded as income. During the year ended
         December 31, 2004, $190,500 of excess reserves was included in gain on
         sale of aircraft and aircraft engines.

         The Company periodically reviews maintenance reserves for adequacy in
         light of the number of hours flown, airworthiness directives issued by
         the manufacturer or government authority, and the return conditions
         specified in the lease, as well as the condition of the aircraft upon
         return or inspection. As a result of such review, when it is probable
         that the Company has incurred costs for maintenance in excess of
         amounts received from lessees, the Company accrues its share of costs
         for work to be performed. Such costs include maintenance such as engine
         and propeller overhauls, structural inspections and work to comply with
         airworthiness directives. Additions to and deductions from the
         Company's accruals during 2004 and 2003 for such work were as follows:
<page>
<table>
<caption>
                                                                                   For the Years Ended
                                                                                      December 31,
        <s>                                                           <c>                   <c>
                                                                              2004                  2003
                                                                              ----                  ----
         Additions:
           Charged to expense                                          $     774,340         $   1,857,130
           Charged to other (1)                                              275,450               405,920

         Deductions (2)                                                  (1,696,390)             (814,080)
                                                                       -------------         -------------

         Net (decrease)/increase in accrued maintenance costs,
           in excess of amounts received under the leases                  (646,600)             1,448,970

         Balance, beginning of period                                      1,675,740               226,770
                                                                       -------------         -------------

         Balance, end of period                                        $   1,029,240         $   1,675,740
                                                                       =============         =============

         (1) Amounts for uncollected maintenance reserves and a reclassification
         of reserves collected from lessees to the Company's own liability
         account.
         (2) Amounts paid for previously accrued maintenance and
         reversals of over-accrued maintenance.
</table>

                                                                * * * *

It is hereby acknowledged that:

o    the Company is responsible  for the adequacy and accuracy of the disclosure
     in its filing;

o    staff  comments or changes to disclosure  in response to staff  comments do
     not  foreclose  the  Commission  from taking any action with respect to the
     filing; and

o    the Company may not assert  staff  comments as a defense in any  proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States.

Very truly yours,

/s/ Toni M. Perazzo

Toni M. Perazzo
Chief Financial Officer
AeroCentury Corp.

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