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                                                                   EXHIBIT 3.07

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                                 AEROMAX, INC.

It is hereby certified that:

        1.  The name of the corporation (hereinafter called the "corporation")
            is Aeromax, Inc.

        2.  The certificate of incorporation of the corporation is hereby 
            amended by striking out Article I thereof and by substituting
            in lieu of said Article the following new Article:

                                   ARTICLE I

            The Name of the corporation is "AeroCentury Corp."

        3.  The amendment of the certificate of incorporation herein 
            certified has been duly adopted and written consent has been given
            in accordance with the provisions of Sections 228 and 242 of the
            General Corporation Law of the State of Delaware.


Signed on May 20, 1997



                                        /s/ NEAL D. CRISPIN
                                        -----------------------------
                                        Neal D. Crispin