8-K

UNITED STATES

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)

February 1, 2006

Medallion Financial Corp.

(Exact name of registrant as specified in its charter)

Delaware	0-27812	04-3291176
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

437 Madison Avenue, 38th Floor, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 328-2100

Not Applicable

(Former name or 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))

ITEMS 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT AND ITEM 2.03 CREATION OF A DIRECT FINANCIAL OPERATION.

On February 1, 2006, Medallion Funding Corp. (“Medallion Funding”), a wholly-owned subsidiary of Medallion Financial Corp., entered into an amendment (the “Amendment”) to its Revolving Secured Line of Credit Promissory Note, dated January 25, 2005 (the “Note”), in favor of Atlantic Bank of New York, for $4 million in principal amount. Under the terms of the Amendment, the maturity date of the Note was extended to August 1, 2006.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as an exhibit hereto and is incorporated herein by reference in its entirety.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
10.1	Amendment to Revolving Secured Line of Credit Promissory Note, dated February 1, 2006, by Medallion Funding Corp., in favor of Atlantic Bank of New York.

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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 hereunto duly authorized.

MEDALLION FINANCIAL CORP.
By:	/s/ Larry D. Hall
Name:	Larry D. Hall
Title:	Chief Financial Officer
Date: February 2, 2006

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Exhibit Index

Exhibit No.	Description
10.1	Amendment to Revolving Secured Line of Credit Promissory Note, dated February 1, 2006, by Medallion Funding Corp., in favor of Atlantic Bank of New York.

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EX-10.1

Exhibit 10.1

AMENDMENT TO

RESOLVING SECURED LINE OF CREDIT PROMISSORY NOTE

This Amendment entered into as of February 1, 2006 by and between the undersigned Borrower (the “Borrower”) and ATLANTIC BANK OF NEW YORK (the “Bank”).

WHEREAS, the Bank extended a revolving line of credit to the Borrower as evidenced by a Revolving Secured Line of Credit Promissory Note dated January 25, 2005 in the original principal balance of Four Million Dollars ($4,000,000) (the “Note”), (all documents and agreements executed by the Borrower in connection with the Note are hereinafter referred to as the “Loan Documents”),

WHEREAS, the Borrower has requested, and the Bank has agreed, to make certain amendments to the Note.

NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. Any term not defined herein shall have the same meaning as in the Note.

2. Section 1. is amended by extending the Maturity Date to August 1, 2006.

3. The Borrower hereby represents and warrants to the Bank that:

(a) Each and every one of the representations and warranties set forth in the Loan Documents is true as of the date hereof and with the same effect as though made on the date hereof, and is hereby incorporated herein in full by reference as if fully restated herein in its entirety.

(b) No Default or Event of Default and no event or condition which, with the giving of notice or lapse of time or both, would constitute such a Default or Event of Default, now exists or would exist.

4. Except as set forth herein and amended and modified hereby, the Note and Loan Documents have not been amended or modified and remain in full force and effect.

5. Borrower waives any offset defense or counterclaim Borrower may now have or may have had in the future with regard to the Note and Loan Documents.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered on the date first written above.

ACKNOWLEDGMENT AND SIGNATURE PAGE TO FOLLOW

Borrower:

MEDALLION FUNDING CORP.

By:	/s/ Alvin Murstein
Print Name:	Alvin Murstein
Title:	CEO

Accepted By: ATLANTIC BANK OF NEW YORK

By:	/s/ Ivan Feldman
Print Name:	Ivan Feldman
Title:	Vice President